Allen C. Ewing & Co. v. Freedle, 87-434
| Decision Date | 15 March 1988 |
| Docket Number | No. 87-434,87-434 |
| Citation | 13 Fla. L. Weekly 683,521 So.2d 384 |
| Parties | 13 Fla. L. Weekly 683 ALLEN C. EWING & COMPANY, a Florida corporation, Appellant, v. P. Douglas FREEDLE, an individual, and Charles R. Koons, an individual, Appellees. |
| Court | Florida District Court of Appeals |
Steven A. Werber and Cindy A. Laquidara-Kenney, of Commander Legler Werber
Dawes Sadler & Howell, Jacksonville, for appellant.
Stephen H. Durant, of Martin, Ade, Birchfield & Johnson, P.A., Jacksonville, for appellee P. Douglas Freedle.
Thomas C. Dearing and Drew W. Prusiecki, of Franson, Dearing, Aldridge and Sands, P.A., Jacksonville, for appellee Charles R. Koons.
Allen C. Ewing & Company (Ewing) appeals from the final summary judgment entered in favor of appellees Freedle and Koons in an action brought by Ewing seeking payment of a brokerage commission. We reverse.
Ewing, a company specializing in brokerage services for the sale and purchase of banking institutions, contacted Koons in May 1984 and informed him of a prospective purchaser for appellees' bank. Following various conversations between Ewing and appellees, it was orally agreed that Ewing would show the bank under restricted conditions in exchange for a 2 1/2 percent commission. The terms of the engagement were embodied in a May 24, 1984, letter enclosing copies of financial documents relating to the bank which were to be delivered only to the prospective purchaser, and providing that all requests for any additional information must be directed to Koons. The letter further specifically provided:
The terms of any sale must be negotiated directly with Messrs. Freedle & Koons. Upon consummation of any such sale, Messrs. Freedle & Koons agree to pay Allen C. Ewing & Co. a fee equal to 2 1/2 of the actual cash consideration received.
Although Ewing, pursuant to the agreement, delivered the designated documents to the prospective purchaser, the purchaser expressed no interest in the bank and thereafter had no further contact with Ewing.
Nonetheless, early in 1985, appellees revived their conversations with the prospective purchaser which ultimately resulted in the latter party's signing a letter of intent in October 1985 to purchase the bank. Ewing learned of this contract sometime in December and on December 31, 1985, drafted a letter to appellees exhibiting Ewing's belief that it was entitled to a commission. A subsequent letter mailed on February 18, 1986, again requested payment of the commission. Both requests were predicated on Ewing's belief that it had performed all that it was required to do under the May 1984 letter, that appellees continued the negotiations according to their preference expressed in the letter, and that in light of the purchase, Ewing was entitled to the commission.
When no commission was forthcoming, Ewing filed an action for breach of contract against appellees in which it sought payment of a brokerage commission. In its complaint, Ewing alleged that it was entitled to a commission as it had performed "all conditions to entitle it to relief sought." Koons filed a motion to dismiss the complaint in which he contended, inter alia, that the complaint was fatally deficient in failing to allege that Ewing was a procuring cause of the bank's sale. The trial court rejected Koons' motion to dismiss in regard to the procuring cause issue, ruling it was unnecessary for Ewing to allege that it was the procuring cause since it had alleged all conditions precedent had been met. However, the motion was granted on a more limited basis unrelated to the issues in the instant case.
Accordingly, an...
To continue reading
Request your trial
-
Excess Risk Underwriters v. Lafayette Life Ins.
...the issue of proper interpretation can become one of fact, thus precluding summary judgment." Allen C. Ewing & Co. v. Freedle, 521 So.2d 384, 386 (Fla. 1st DCA 1988) (emphasis in original) (citations omitted). Florida law requires that a dispute over whether a third party beneficiary is int......
-
In re 21ST Century Oncology Holdings, Inc.
...ambiguity. Emergency Assocs. of Tampa, P.A. v. Sassano, 664 So.2d 1000, 1002 (Fla. 2d DCA 1995) ; see also Allen C. Ewing & Co. v. Freedle, 521 So.2d 384, 386 (Fla. 1st DCA 1988). A contract is "ambiguous" only when it is of uncertain meaning, and may be fairly understood in more ways than ......
-
State ex rel. Cordray v. Makedonija Tabak 2000
...Risk Underwriters, Inc. v. Lafayette Life Ins. Co. (S.D.Fla.2004), 328 F.Supp.2d 1319, 1344-1345, quoting Allen C. Ewing & Co. v. Freedle (C.A.Fla.1988), 521 So.2d 384, 386. Under such circumstances, "Florida law requires that a dispute over whether a third party beneficiary is intended or ......
-
American Sav. & Loan Ass'n of Florida v. Pembroke Lakes Regional Center Associates, Ltd.
...and the parties present different interpretations, the issue of interpretation becomes one of fact. Allen C. Ewing & Co. v. Freedle, 521 So.2d 384, 386 (Fla.Dist.Ct.App.1988); Multitech Corp. v. St. Johns Bluff Inv., 518 So.2d 427, 431 III. ANALYSIS Contract Claims CFP argues that the distr......