Central Properties, Inc. v. Robbinson
| Decision Date | 02 May 1984 |
| Docket Number | No. AS-289,AS-289 |
| Citation | 450 So.2d 277 |
| Parties | CENTRAL PROPERTIES, INC., Appellant, v. William H. ROBBINSON, Trustee, and V. Randolph Delk, Trustee, and Westside, Inc., Appellees. |
| Court | Florida District Court of Appeals |
James D. Easley, Niceville, for appellant.
E. Allan Ramey, DeFuniak Springs, for appellees.
Central Properties, Inc., appeals an adverse judgment denying specific performance of a contract purporting to grant a right of first refusal to purchase "a water and sewer system." With some modification, the trial court's order is affirmed.
In August 1977, Central Properties, Inc., and the appellees, William H. Robbinson, as trustee, V. Randolph Delk, as trustee, and Westside, Inc., a real estate development company, entered into an option agreement whereby Central Properties could purchase sixty acres of land in Walton County from Westside. As part of this agreement, Central Properties received a "right of first refusal ... to purchase the water and sewer system on the remaining property of [Westside, Inc.] under the terms and conditions being sold to any other party." The agreement also gave Central Properties thirty days to make an election after receiving written notice of any such proposed sale from Westside. Central Properties exercised the option and purchased the sixty acres pursuant to the agreement.
Thereafter, Westside's owners created another corporation, Westside Utilities, Inc., to own and operate the water and sewer system, and transferred the system to that corporation. The shareholders of Westside Utilities and Westside, Inc., with one exception, were the same. On this appeal, the parties do not dispute the trial court's ruling that the right of first refusal in the original option agreement between Central Properties and Westside survived this transfer of the system and became binding on Westside Utilities and its owners.
One of the principal developments on Westside's property was a condominium known as Sand Cliffs. In 1981, the condominium was the principal user of the water and sewer system. During April and May of that year, the owners of Westside Utilities, Inc., and the Sand Cliffs Owners Association discussed the transfer of the system to the Association. On May 8, 1981, the Association sent a letter to William H. Robbinson, a stockholder of and spokesman for Westside Utilities, in which the Association confirmed its proposal "to take over the water and sewer systems now being operated by Westside Utilities, Inc.," by acquiring all the capital stock of Westside Utilities, to be held in the name of the Association or a separate corporation to be organized by the Association. At the time of that letter, several essential terms of the proposal remained open for further negotiation and agreement. For example, both parties recognized that the system was in poor repair, and the Association's May 8 letter recited that:
Our Association would promptly transfer funds in an amount of not less than $25,000 to Westside to be used for capital improvements and maintenance of the system so that it would be in good working condition capable of providing reliable and satisfactory service. The cost of doing this cannot be determined in advance with a high degree of accuracy. Our Association will, however, commit to provide additional funds as needed for such purposes up to an amount of not less than $50,000. Among the work anticipated is the enclosure of controls and other components in suitable buildings for protection against environmental damage, etc., the drilling of an additional well so that both reliability and quality of water supply is improved, catching up with long overdue maintenance such as sandblasting and repainting tanks and the like, replacement of some components, acquisition of one or more standby pumps and whatever else it takes to put both systems into good working order. (Emphasis added.)
Thus, the Association was committing to expend, without apparent limitation, "not less than $50,000" to correct certain deficiencies and to do "whatever else it takes to put both systems in good working order." Also, the letter refers to unresolved commitments owed by Westside Utilities to Central Properties regarding water and sewer service for the development of the property Central Properties had purchased and to other details that remained to be finalized, all of which would have to be set forth in the closing documents. The May 8 letter concluded with the statement:
It is my understanding that you will communicate with Mr. Bragg so as to determine if he will waive the 30 day period and let us proceed with the foregoing as rapidly as possible.
In a letter dated May 12, 1981, Robbinson sent the Association's letter to Jay Bragg, president of Central Properties, offering it the right to purchase the water and sewer system under the terms and conditions set forth in Sand Cliffs' May 8 letter. Robbinson also stated to Bragg that:
If you know now that you do not have an interest in purchasing these systems under these terms and conditions and would agree to waive the 30 day period or release it, it would assist all concerned in getting the matter to an expeditious conclusion. We are anxious, as we know you are, to get this matter into a permanent solution, and we will appreciate your cooperation in this regard.
Apparently, both Westside Utilities and the Association believed that Central Properties would not insist upon exercising its right of first refusal and wanted to confirm that belief in writing.
In a letter to Robbinson dated May 15, 1981, Central Properties, through its attorney, James E. Moore, stated that it would relinquish its right of first refusal if Westside Utilities would sell the water and sewer system to John V. Smith Water Company. That letter contained no reference to Robbinson's May 12 letter or to the Sand Cliffs proposal. Robbinson did not respond to Moore's letter of May 15. On May 22, 1981, Moore wrote a second letter to Robbinson, informing him that Central Properties was electing to exercise its right of first refusal to purchase the water and sewer system pursuant to the terms of the Sand Cliffs offer.
Sand Cliffs and the shareholders of Westside Utilities took no further steps to consummate the proposed transaction...
To continue reading
Request your trial
-
De Vaux v. Westwood Baptist Church
...are continuing to negotiate as to essential terms of an agreement, there can be no meeting of the minds." Central Props., Inc. v. Robbinson, 450 So.2d 277, 280 (Fla. 1st DCA 1984), modified on other 468 So.2d 986 (Fla.1985); accord Irby v. Mem'l Healthcare Group, Inc., 901 So.2d 305, 306 (F......
-
Cohen v. Amerifirst Bank
...items, but there was no agreement reached on substantial issues, therefore no ultimate meeting of minds. Central Properties, Inc. v. Robbinson, 450 So.2d 277 (Fla. 1st DCA 1984); Goff v. Indian Lake Estates, Inc., 178 So.2d 910 (Fla. 2d DCA 1965); Enid Corporation v. Mills, 101 So.2d 906 (F......
-
Tlz Properties v. KILBURN-YOUNG ASSET MANAGEMENT
...any essential matters are left open for further consideration, the contract is not complete. See, e.g., Central Properties, Inc. v. Robbinson, 450 So.2d 277, 280 (Fla. 1st DCA 1984), quashed in part on other grounds, 468 So.2d 986 (Fla.1985) (where parties continue to negotiate on essential......
-
Csx Transp., Inc. v. Professional Transp., Inc.
...can be no enforceable contract." Suggs v. Defranco's, Inc., 626 So.2d 1100, 1101 (Fla. 1st DCA 1993) (citing Central Prop., Inc. v. Robbinson, 450 So.2d 277 (Fla. 1st DCA 1984)), modified on other grounds, 468 So.2d 986 (Fla.1985); see also, Irby v. Memorial Healthcare Group Inc., 901 So.2d......