Bucacci v. Boutin

• Decision Date: 14 June 2006
• Docket Number: No. 3D04-2299.,3D04-2299.
• Citation: 933 So.2d 580
• Parties: Antonia BUCACCI, Appellant, v. Paul BOUTIN, Appellee.
• Court: Florida District Court of Appeals

933 So.2d 580

Antonia BUCACCI, Appellant, v. Paul BOUTIN, Appellee.

No. 3D04-2299.

District Court of Appeal of Florida, Third District.

June 14, 2006.

Bennett Aiello Henry McGuinness, LLP, and Paul Aiello, Miami, for appellant.

Neal R. Lewis, Miami, and Thomas Murphy, for appellee.

Before GERSTEN, SHEPHERD and ROTHENBERG, JJ.

SHEPHERD, J.

Antonia Bucacci appeals from an adverse final summary judgment directing the partition of a Miami-Dade County residence jointly acquired by her and her significant other, Paul Boutin, during their now defunct relationship and dismissing for lack of subject matter jurisdiction her action to impose an equitable lien on a Monroe County parcel purchased by him during the relationship. We affirm the order of partition relating to the Miami-Dade County property with minor modifications, and find that the circuit court in Miami-Dade County has jurisdiction to adjudicate Bucacci's claim for equitable relief on the Monroe County parcel.

FACTS

From 1984 to 2000, Bucacci and Boutin lived together. Boutin managed the couple's personal finances and investments. In 1986, the couple purchased a home in North Bay Village as joint tenants with the right of survivorship pursuant to a written joint venture agreement. Apparently, Bucacci could not advance her portion of the down payment and closing costs. Thus, Boutin supplied the full amount needed and was afforded a lien against Bucacci's interest in the property for Bucacci's half, some $16,600, together with interest at the rate of nine percent, to be repaid from any future sale "either to a third party or to one of the Joint Venturers." The parties otherwise agreed that "all expenses of ownership of the . . . property shall be borne equally . . ." provided, again, that in the event one venturer "is unable to meet his or her responsibilities in this regard, the other Joint Venturer may advance [his or her share]" with the advance likewise to bear interest and "constitute a lien as against the defaulting Joint Venturer's interest" upon sale either to a third party or to one of the joint venturers.

Although the couple's ownership, maintenance, and expense responsibilities are well-delineated in the joint venture agreement, the terms and conditions for the disposition of the property in the event one of the parties desires to sell the entire property or his or her interest over the objection of another leave something to be desired. In this regard, paragraph eight of the joint venture agreement provides:

In the event either of the Joint Venturers wish to sell and the other does not wish to sell, the non-selling Joint Venturer shall purchase the selling Joint Venturer's interest. The selling Joint Venturer shall serve the non-selling Joint Venturer with a written notice of his or her desire to sell and there shall be a period of sixty (60) days from service of said written notice to obtain appraisals as more fully set forth above, and after obtaining said appraisals the non-selling Joint Venturer shall have sixty (60) days from the date of the final appraisal to obtain necessary financing and close the purchase of the selling Joint Venturer's fifty percent (50%) interest in the property. In the event of the default on the part of the non-selling Joint Venturer, the selling Joint Venturer shall be free to convey his or her interest in the property to a third person or pursue appropriate legal remedies.

(Emphasis added).

In 1996, ten years after the purchase of the North Bay Village residence, acting with Bucacci's knowledge, Boutin purchased a five-acre waterfront parcel on Big Torch Key in his name alone. At the same time, the parties took out an equity credit line on the North Bay Village property. Bucacci alleges the purchase was made using funds from the credit line. She also alleges that with Boutin's encouragement, she devoted her own time and financial resources to make this their new home. In early 2000, Bucacci learned that Boutin had turned this new purchase, in her words, into a "love nest" for himself and a new paramour. By the end of the year, Bucacci's relationship with Boutin was over, and Boutin had departed the North Bay Village residence to pursue his new interest.

In both May and June 2001, Boutin communicated with Bucacci through counsel and sought either to put the North Bay Village property up for sale or sell his fifty-percent interest to Bucacci in accordance with the joint venture agreement. Bucacci admits receiving at least one of these communications, but did not respond to either. Boutin therefore filed a one-count complaint seeking partition and sale of the residence. Bucacci countered with a declaratory action, alleging the joint venture agreement precludes an involuntary sale. Specifically, Bucacci urged "she has a life estate in the subject real property, and that [unless the parties] jointly agree to sell the property, the house cannot be sold. . . ." She further sought an accounting of the parties' expenses for the fifteen years they jointly owned the property and an equitable lien on the Big Torch Key acreage for funds and resources attributable to her that went into improving the property. Bucacci has at all times refused to include her interest in the North Bay Village property in a sale.

DISCUSSION

Summary judgment is proper if there is no genuine issue of material fact and if the moving party is entitled to a judgment as a matter of law. Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So.2d 126, 130 (Fla.2000). As such, our standard of review is de novo. Id. Generally, interpretation of a document is a question of law rather than of fact. See Peacock Const. Co. v. Modern Air Conditioning, Inc., 353 So.2d 840, 842 (Fla.1977). Although parol evidence is admissible to assist a court in contract interpretation when the language of a contract is not clear, plain, certain, undisputed, unambiguous, or is subject to conflicting inferences, it is also a well-settled rule that "parol evidence is not admissible to vary or contradict the terms of a written instrument, and that a written instrument which is intelligible on its face must control . . . ." Olin's, Inc. v. Avis Rental Car Sys. of Fla., Inc., 141 So.2d 609, 611 (Fla. 3d DCA 1962) (emphasis added). Finally, we note that if an issue of contract interpretation concerns the intent of the parties and the relationship between them is a common one, in such a circumstance the issue is more likely to lend itself to judicial interpretation without resort to parol evidence. E.g., Peacock Const. Co., 353 So.2d at 842 (recognizing that, although it may be expressed differently, the intent in most construction subcontracts is that the obligation of the general contractor to pay the subcontractor is not dependent upon receipt of funds from the owner).

THE NORTH BAY VILLAGE PARCEL

The issue presented with respect to this parcel is a matter of contract interpretation. Bucacci contends that at the time she joined Boutin in the purchase of the property, they agreed it could not be sold without the consent of the other. She places primary reliance for her argument on the language of paragraph eight of the joint venture agreement, which purports to limit the judicial relief available to a non-defaulting party under the joint venture agreement to the "[pursuit of] appropriate legal remedies" in the event the defaulting party fails to carry through with her obligation to purchase the interest of the other. When used with precision in the legal world, reference to one's "legal remedies" ordinarily refers to actions at law, including prominently an action for monetary damages. See De Pantosa Saenz v. Rigau & Rigau, P.A., 549 So.2d 682 (Fla. 2d DCA 1989) (distinguishing between the applicability of legal and equitable remedies). Partition, the remedy sought by Boutin, is an action in equity. § 64.011, Fla. Stat. (2001). Thus, argues Bucacci, Boutin is constrained by paragraph eight of the joint venture agreement either to: (1) sell his interest in the property to a third party if he can find someone to buy it; or (2) continue to pay half of the expenses of the property so long as Bucacci lives in return for the privilege of receiving title to the property upon her death, if he happens to survive her.¹ Notably, if Boutin were to select the second of Bucacci's proposed alternatives, there is nothing in the joint venture agreement requiring Bucacci to live in the property during the term of the life estate she claims. Moreover, Boutin has no contractual assurance that he would recoup the half of the expenses of the continued joint ownership of the property he would be obligated to advance into the future to preserve the chance that the fates of life would lead to his acquisition of the property. And, ironically, if the fates ultimately were to favor Boutin, he would in any event lose the benefit of the security out of which the joint venture agreement provides he is to recoup the downpayment on the residence he made for the benefit of Bucacci now twenty years ago (Bucacci's half interest in the property), as well as the security for any other advances he feels economically compelled to make to cure a default of hers in the future because, by operation of law, that security passes to him upon her death. See Florida Nat'l Bank v. Gann, 101 So.2d 579, 580 (Fla. 2d DCA 1958) (specifically identifying the benefit of a joint tenancy relationship as "the right of survivorship, by which the entire tenancy, on the decease of one tenant, remains to the survivors, and ultimately to the last survivor."). Thus elucidated, one can readily glean the absurdity of Bucacci's legal position.

Partition in Florida is governed by statute. See §§ 64.011-091, Fla. Stat. (2001). The general rule is that partition is a matter of right. Condrey v. Condrey, 92 So.2d 423, 426 (Fla.1957) (citing Willard v. Willard, 145 U.S. 116, 12 S.Ct. 818, 36 L.Ed. 644 (1892)). However, the right to...