ARDC Corp. v. Hogan
| Decision Date | 28 June 1995 |
| Docket Number | No. 94-0572,94-0572 |
| Citation | 656 So.2d 1371 |
| Parties | 20 Fla. L. Weekly D1510 ARDC CORPORATION f/k/a Arvida Corporation, Appellant, v. Rhonda G. HOGAN, Appellee. |
| Court | Florida District Court of Appeals |
Steven M. Katzman and Bridget Ann Berry of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., West Palm Beach, for appellant.
Robert V. Williams and Kenneth G. Turkel of Williams, Reed, Weinstein, Schifino & Mangione, P.A., Tampa, for appellee.
A jury found that appellee was entitled to a bonus of $500,000 to be paid by her former employer, Arvida, for her efforts leading to a sale of real estate. Because the proof on which she relied to establish some of the terms of the alleged agreement to pay was oral, rather than written, her claim is barred by the four year statute of limitations applicable to oral contracts. We therefore reverse.
Appellee Hogan was employed full-time by Arvida as director of commercial industrial properties at Weston, in Broward County, where Arvida owned 10,000 acres. It was Hogan's responsibility to sell 1,000 of those acres, which were commercial and industrial, for which she was paid a salary of $47,000 a year, plus a bonus of up to 35% of her salary depending on her performance.
Hogan interested Tishman Speyer Properties in building a large project involving medical products and services in the area to be called EcuMed, and in July of 1983, a Delaware general partnership named Tishman Speyer Crown Equities, a joint venture between Tishman Speyer and the Crown family of Chicago (Tishman Crown), entered into an option agreement with Arvida. The option involved 461 of the 1,000 acres, and could only be exercised in three phases. The first phase gave Tishman Crown the option to purchase a minimum of 100 and a maximum of 174 acres, for $110,000 an acre. In order for Tishman Crown to exercise the second phase of the option agreement, and purchase additional land, it would first have to develop 1,500,000 square feet of buildings, which comprised the EcuMed project. The construction of EcuMed would have significantly increased the value of the remaining property owned by Arvida, because it would have created thousands of jobs and a demand for homes on the 9,000 acres of residential property.
Five months later, while the Tishman Crown option was still viable, but had not been exercised, a different entity, Tishman Speyer Equitable South Florida Venture (Tishman Equitable), a partnership between Tishman Speyer and the Equitable Life Insurance Company, purchased the entire 1,000 acres of commercial and industrial property owned by Arvida, which included the 461 acres which were under option to Tishman Crown. The contract to purchase the 1,000 acres was signed and closed on the same day, December 15, 1983, with Tishman Equitable paying $30,000 an acre, 1 and the purchase was subject to the Tishman Crown option. Tishman Crown never exercised its option, however, and EcuMed was never built.
Because Hogan's function with Arvida was to sell the 1,000 acres, Arvida no longer needed her after the sale to Tishman Equitable. Tishman Equitable then hired Hogan in the same capacity as she had been employed by Arvida. Hogan acknowledged that Tishman Crown and Tishman Equitable are separate, distinct entities.
In December of 1988, more than four years after the sale, Hogan filed this lawsuit against Arvida, alleging that Arvida owed her a bonus of $500 per acre for the sale of the 1,000 acres to Tishman Equitable. She based her claim on a memo given to her by Arvida on August 16, 1983, which referred to the Tishman Crown option involving EcuMed, a subsequent clarifying memo, and oral testimony which, she alleges, explains ambiguities in the memos and connects them to the sale to Tishman Equitable. Arvida defended on the ground that Hogan's claim was not based on a written agreement, and was thus barred by the four year statute of limitations applicable to oral contracts, section 95.11(3)(k), Florida Statute (1993). Hogan asserted that the memos constituted a written agreement and that her claim was governed by a five year period of limitations, section 95.11(2)(b).
The August 16, 1983 memo from Arvida to Hogan, on which her claim is grounded, was given to Hogan shortly after the execution of the July 1983 option agreement with Tishman Crown and provided:
You represented Arvida and performed in a superb professional manner through negotiations and in finalizing the Tishman option for EcuMed at Weston.
In recognition of our appreciation, Arvida will award you a special bonus of one thousand dollars ($1,000.00) per acre purchased by Tishman for the first option phase takedown. This bonus will be paid 50% at closing and 50% at commencement. Threshold requirements for construction shall be in excess of one million square feet of exhibit facility and in excess of a 500 room hotel.
This bonus will be paid provided only if you are employed by Arvida and involved in Weston development at the time of the payment trigger event....
To continue reading
Request your trial
-
Brooks Tropicals, Inc. v. Acosta
...sale and delivery of goods, wares, and merchandise, and on store accounts. § 95.11(3)(k), Fla. Stat. (2006); see ARDC Corp. v. Hogan, 656 So.2d 1371, 1373 (Fla. 4th DCA 1995) (observing "Hogan's claim was not based on a written agreement, and was thus barred by the four year statute of limi......
- Hogan v. ARDC Corp.
-
Miami Beach Cruisers, LLC v. Rolly Marine Serv. Co.
...are made a part, such agreement, partly written and partly oral, must be regarded as an oral contract...."); ARDC Corp. v. Hogan, 656 So.2d 1371, 1374 (Fla. 4th DCA 1995) ("The fact that [plaintiff] must rely on oral representations to create the agreement on which her claim is based, means......