American Sav. & Loan Ass'n of Florida v. Pembroke Lakes Regional Center Associates, Ltd.
| Decision Date | 10 August 1990 |
| Docket Number | No. 89-5656,89-5656 |
| Citation | 908 F.2d 885 |
| Parties | AMERICAN SAVINGS & LOAN ASSOCIATION OF FLORIDA, Plaintiff, v. PEMBROKE LAKES REGIONAL CENTER ASSOCIATES, LTD., Defendant-Appellee, C.F. Pembroke Associates, Defendant-Appellant. |
| Court | U.S. Court of Appeals — Eleventh Circuit |
Thomas J. Ansbro, Jr., Goldberg & Young, William Berger, Ft. Lauderdale, Fla., for defendant-appellant.
Richard L. Lapidus, Miami, Fla., for defendant-appellee.
Appeal from the United States District Court for the Southern District of Florida.
Before JOHNSON and CLARK, Circuit Judges, and BROWN *, Senior District Judge.
This case arises on appeal from the district court's entry of a directed verdict in favor of Pembroke Lakes Regional Center Associates, Ltd. ("Lakes"), 711 F.Supp. 1072.
This case involves a contract for the sale of land for construction of a shopping mall. In 1971, Pembroke Homes, Inc. ("Homes") purchased 1547 acres in the village of Pembroke Pines. Homes developed most of the land with single-family homes, but reserved 247 acres for investment. Homes transferred this land to Pembroke Lakes, Ltd. ("PLL"), a Florida limited partnership.
In 1984, Cadillac Fairview, Inc. ("Cadillac") approached PLL about developing a shopping mall on the 247 acres through a joint venture. In the spring of 1984, Cadillac and PLL signed a non-binding letter of intent to enter into the joint venture. 1 In the fall of 1984, however, PLL notified Cadillac that it did not wish to go forward with the joint venture. Notwithstanding PLL's notice, the parties continued to negotiate, and Cadillac eventually offered to purchase ninety-five acres of the land for $12,500,000 so that Cadillac could develop the mall on its own. Cadillac formed CF-Pembroke Associates ("CFP"), a New York limited partnership, to enter into the contract. Similarly, PLL formed Pembroke Lakes Regional Center Associates, Inc. ("Lakes"), a Florida limited partnership, to enter into the contract.
On June 13, 1985, CFP and Lakes entered into an Agreement of Sale ("the agreement") under which CFP would purchase the ninety-five acres for $12,500,000. Article Twelfth of the agreement, "Special Closing Conditions," provided the following:
There has heretofore been prepared by [Lakes] a master plan entitled "Conceptual Site Plan Pembroke Lakes Regional Center", dated May 24, 1985 and prepared by Gee & Jenson for the Land and the peripheral area.... 2 The plan and the criteria set forth in this paragraph A are collectively referred to as the "Plan."
B. [Lakes] agrees that it shall diligently and continuously, using reasonable efforts, at its own cost and expense, take all action necessary to (i) obtain approval of the Plan by all governmental authorities having jurisdiction, (ii) obtain all rezoning and zoning variances which may be necessary to permit development of the Premises as a regional shopping center in accordance with the Plan ... (iii) prepare, file and obtain all approval of any and all required environmental statements and reports necessary to permit development of the Premises ... in accordance with the Plan and (iv) obtain any subdivision plat approval necessary to permit development of the Premises as a regional shopping center ... in accordance with the Plan and record the same.
CFP deposited $2,000,000 of the purchase price into an escrow account at American Savings & Loan Association of Florida ("American") as a contract deposit under Article Second of the agreement.
Lakes spent over one year obtaining approvals of the conceptual site plan from various government entities. Cadillac monitored the process in three ways: (1) through an engineering firm, Pharr & Associates, that Cadillac hired in Atlanta, (2) through Cadillac's architects, RTKL, and (3) through Cadillac's Vice-President in charge of the project, David Schwartz. At no time during the year did Cadillac object that Lakes was not seeking the proper government approvals.
Lakes filed an application for approval of a development of regional impact and obtained a Development Order permitting construction of a shopping center on the land from the South Florida Planning Council. See Fla.Stat.Ann. Sec. 380.06(10) (). Lakes also obtained plat approval from Broward County. Finally, the City of Pembroke Pines ("the City") passed an ordinance approving the shopping center and the conceptual site plan. See Fla.Stat.Ann. Sec. 380.06(6), (11) ().
On July 15, 1986, Lakes notified CFP that all of the special closing conditions had been met and that Lakes had scheduled the closing for August 15, 1986. CFP responded with a letter giving six reasons why the special closing conditions had not been met. On August 19, 1986, counsel from both sides met in an attempt to resolve the matter. This attempt was unsuccessful, and the meeting broke up after CFP refused to close. On August 22, 1986, Lakes tendered a deed to CFP, and CFP refused the tender. On August 27, 1986, CFP wrote Lakes that the agreement was cancelled because Lakes had breached the agreement. CFP's letter demanded return of the deposit in the American escrow account. 3
On September 5, 1986, American filed an interpleader action in Florida state court, naming both CFP and Lakes as claimants of the escrow account. Lakes filed a cross-complaint against CFP, and the Florida court dismissed American from the case. CFP then petitioned for removal to the district court.
On April 4, 1988, Lakes filed a motion for summary judgment. In an order dated August 23, 1988, the district court denied the motion. The court found that the language in Paragraph Twelfth of the agreement requiring Lakes to obtain all governmental approvals was ambiguous and that its interpretation should be left to the jury. The court also found that there were genuine issues concerning the parties' intent.
The Court held a jury trial on April 4-11, 1989. At the close of all evidence, both parties moved for a directed verdict, and the court granted Lakes' motion. The court found that the special closing conditions in Article Twelfth of the agreement did not obligate Lakes to obtain site plan approval so as to permit the filing of applications for building permits. 4 Finding that Lakes was obligated to obtain approval only of the conceptual site plan, and that Lakes had obtained that approval, the court determined that CFP was in default under the agreement.
The court explained that it had denied Lake's motion for summary judgment because the deposition of CFP's attorney, Kenneth Kraus, stated that during the negotiations Lakes assured CFP that Lakes would obtain all approvals necessary for obtaining building permits. The court also had relied on CFP's statement in opposition to summary judgment that the joint venture letter of intent carried over to the agreement. The court stated that Kraus's trial testimony did not indicate that Lakes promised to obtain all approvals necessary to apply for building permits. The court also found that the parties had agreed during negotiations to drop from the final agreement the provision in the letter of intent obligating Lakes to obtain all approvals necessary to apply for building permits. Finally the court rejected CFP's argument that because there was no formal process by which the conceptual site plan standing alone could be approved by the city, Lakes failed to obtain all necessary approvals. The court found that because Lakes obtained approvals from all government entities having jurisdiction, Lakes fulfilled the special conditions of closing.
In this appeal, we consider whether the district court erred in granting Lakes a directed verdict.
When reviewing a district court's grant of a directed verdict, this Court must consider all of the evidence in the light most favorable to the party opposing the motion and ask whether the facts and inferences point so strongly and overwhelmingly in favor of the moving party that no reasonable person could fail to find for the moving party. Garmon v. Lumpkin County, Ga., 878 F.2d 1406, 1408 (11th Cir.1989). Under Florida law, whether a contract is ambiguous is a question of law to be determined by the court. Vienneau v. Metropolitan Life Ins. Co., 548 So.2d 856, 859 (Fla.Dist.Ct.App.1989); Specialty Restaurants Corp. v. Miami, 501 So.2d 101, 103 (Fla.Dist.Ct.App.1987). If the wording of a contract is ambiguous, 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 (Fla.Dist.Ct.App.1988).
CFP argues that the district court erred in determining that the agreement was unambiguous and in improperly weighing the evidence of intent, usurping the jury's function. 5 Lakes argues that the contract was unambiguous and that the trial testimony demonstrates that there was no issue regarding the parties' intent.
There are two types of "site plans" in the construction industry. A conceptual site plan shows no buildings or improvements. It is simply an outline of the property and surrounding areas together with a description of proposed density and use (e.g., commercial, industrial, or residential). A detailed site plan shows the actual locations of buildings, building elevations, setbacks, and other details of construction. Woodward Hampton, the City Manager for the City, testified that final approval of a detailed site plan is part of the process of applying for building permits. CFP's entire case consists of an attempt to blur the distinction between these two types of site plans. The agreement,...
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