Burgan v. Pines Co. of Georgia, Ltd., NN-7

• Decision Date: 22 April 1980
• Docket Number: No. NN-7,NN-7
• Parties: Grover W. BURGAN and American Sportsman of North Florida, Inc., Appellants/Cross-Appellees, v. The PINES COMPANY OF GEORGIA, LTD., a Limited Partnership, Bridle Woods, Ltd., a Limited Partnership, and Bridle Woods II, Ltd., a Limited Partnership, Appellees/Cross-Appellants.
• Court: Florida District Court of Appeals

Page 1295

382 So.2d 1295

Grover W. BURGAN and American Sportsman of North Florida, Inc., Appellants/Cross-Appellees, v. The PINES COMPANY OF GEORGIA, LTD., a Limited Partnership, Bridle Woods, Ltd., a Limited Partnership, and Bridle Woods II, Ltd., a Limited Partnership, Appellees/Cross-Appellants.

No. NN-7.

District Court of Appeal of Florida, First District.

April 22, 1980.

Rehearing Denied May 8, 1980.

Tyrie A. Boyer of Boyer, Tanzler, Blackburn & Boyer, Jacksonville, for appellants/cross-appellees.

John F. Fannin, Jacksonville, for appellees/cross-appellants.

ERVIN, Judge.

This appeal is from a final judgment denying appellants' action for specific performance of five written documents providing for the sale of realty. Appellants argue that because there was no ambiguity on the face of the documents, as found by the trial court, the court erred in admitting parol evidence for the purpose of showing that the parties intended to make only one contract involving the sale of seven tracts of land. We affirm.

The appellees owned a large, undeveloped parcel of land which was divided into tracts 1, 2, 2A, 3, 4, 5, 6, 7 and 8. The appellants purchased the eastern portion of tract 1 and the western half of tract 3, which adjoined tract 1. Later, appellant Burgan formed appellant American Sportsman, a corporation to develop a recreational-retail complex with tennis and racketball courts, an archery range, skeet and trap shooting, camping and day-care facilities. Burgan needed more land and offered to purchase the remainder of tract 3 and tract 4 from appellees.

Initially, appellees were to sell tract 4 and the remainder of tract 3 for $310,000 down and a mortgage. Before closing, appellees offered to sell all the remaining tracts in the parcel for the same down payment. Appellants agreed to the new offer.

Seven contracts for sale were drawn which showed title to the tracts in one or other of the appellees. The cash requirement was allocated among the contracts. ¹ All of the contracts provided for the same closing date. At closing, Burgan announced he could not meet the $310,000 cash requirement and demanded appellees convey him the land covered by only five of the contracts. Those five contracts required $39,260 down and the discharge of an existing mortgage on tracts 3 and 4. After the appellees refused to close on less than all of the contracts, the appellants sued for specific performance of the five contracts. The appellees affirmatively defended that the contracts were not intended to be separate, complete agreements in themselves, but that they were all part of a package deal which contemplated sale of all of the seven tracts. Appellants moved to strike the defense, asserting that the five contracts were not facially ambiguous and that the parol evidence rule prohibited evidence that they were not contracts complete in themselves.

Before the trial judge, the parties stipulated that extrinsic evidence would be allowed subject to the appellants' standing objection to the admission of parol evidence. While the trial judge refused to order specific performance, he decreed an equitable lien for sums expended by the appellants before they refused to close.

We agree with the appellees that the trial judge was not bound by the parol evidence rule in deciding whether the seven contracts were each a separate, complete agreement, or whether the parties had agreed that all of the contracts together were the "complete and accurate 'integration' . . ." of their agreement. Although the rule precludes evidence of understandings, parol or otherwise, which preceded a final integration of the parties' contract, if there is disagreement whether the particular writing is in fact a complete and accurate integration of the contract, the parol evidence rule is not applied. 3 Corbin On Contracts, § 573 at 357-59 (1960). And no relevant evidence, parol or otherwise, is excluded. Id. at 360. Accord, Florida Capital Corporation v. Robert J. Bisset Construction, Inc., 167 So.2d 595, 597 (Fla.2d DCA 1964). See also Brown v. Financial Service Corporation International, 489 F.2d 144, 149 (5th Cir. 1974). As observed in Jackson v. Parker, 153 Fla. 622, 15 So.2d 451, 460 (1943): "Parol evidence is admissible to connect several written instruments and show that they were all parts of one transaction."

We conclude that parol evidence was, under the circumstances, admissible to establish that the parties intended one integrated package transaction for the sale of all seven contiguous parcels of real estate. The parcels were negotiated and signed by the same parties, using identical forms which called for but one...