Chace v. Johnson
| Decision Date | 09 July 1929 |
| Parties | CHACE v. JOHNSON. |
| Court | Florida Supreme Court |
Error to Circuit Court, Marion County; W. S. Bullock, Judge.
Action by J. E. Chance, Sr., against M. F. Johnson. Judgment for defendant, and plaintiff brings error.
Reversed and remanded.
Syllabus by the Court
Vendor authorized on purchaser's default, to cancel contract and retain payments as liquidated damages, could enforce or waive provision. Clause in contract for sale of realty, authorizing vendor, on purchaser's default, to make payment, to immediately cancel contract, and recall deed and retain all amounts paid as liquidated damages, is a penalty or forfeiture clause intended for benefit of vendor, which he may enforce or waive at his pleasure.
If purchaser made all payments except last, it would be unconscionable to permit vendor to claim as liquidated damages all payments made under contract authorizing retention of payments as damages. Under contract for sale of land authorizing vendor to cancel contract, recall deed, and retain all payments made as liquidated damages, if purchaser had made all payments except last, leaving only small part of purchase price to be paid, and had otherwise performed agreement on his part, it would be unconscionable to permit vendor to claim as liquidated damages all payments which had been made under contract.
Bank receiving deed in escrow for delivery to purchaser on completion of payments became trustee of express trust, and vendor had no control over deed. Where contract for purchase of land required vendor to execute deed to purchaser, and place same in escrow with bank required to deliver deed to purchaser on completion of payments, bank, after delivery of deed to it, became trustee, charged with performance of an express trust, and vendor had no control over deed.
Parties to contract may agree to amount payable, in event of breach. Parties to contract may agree as to amount which shall be paid in compensation for loss or injury which may result in event of breach of contract, in order to render certain and definite that which appears to be uncertain.
Whether contract providing for payment for loss resulting from breach provides for penalty or liquidated damages is question of law. Whether provision of contract that certain amount shall be paid as compensation for loss or injury resulting from breach of contract is one for penalty or for liquidated damages is question of law.
Contract authorizing vendor to cancel contract and retain payments as damages on purchaser's default gave vendor option to rescind or sue purchaser for purchase price. Clause in contract for sale of land authorizing vendor on purchaser's default to make payment, to immediately cancel contract, and recall deed and retain all amounts paid as liquidated damages, held intended to secure to vendor option to rescind agreement and take damage actually sustained, or waive privilege and bring action on unqualified agreement of purchaser to pay, and hence did not bar action by vendor to recover purchase price.
W. K. Zewadski, of Ocala, for plaintiff in error.
L. W Duval, or Ocala, for defendant in error.
J. E Chace, Sr., and M. F. Johnson entered into a contract of purchase and sale of certain land. Chace agreed to 'sell and convey' the land to Johnson, and the latter agreed to 'purchase and take' it. The price agreed upon was $4,200, of which $840 was paid by Johnson when the contract was signed. The remainder of the purchase price, it was agreed, should be paid as follows: $840 one year from the date of the contract, which was executed September 24, 1925, and $420 on each of the following dates: March 24, 1927; September 24, 1927; March 24, 1928; September 24, 1928; March 24, 1929; and September 24, 1929.
The deferred payments, it was agreed, should bear interest at the rate of 8 per cent. per annum from the date of the contract. The purchaser had the privilege of paying off either or all of the deferred payments before maturity. Chace agreed to execute and deliver a deed conveying the land to Johnson, and the deed was to be deposited in the bank in escrow pending payment by Johnson of the balance to be paid by him under the contract. All payments were to be made to the bank and by it credited upon the contract. The purchaser agreed to pay all taxes thereafter assessed and other liens that might accure upon the property.
The contract contained a clause in the following language 'It is specifically understood and agreed that should the party of the second part fail for the space of 30 days to pay either of the deferred payments and interest thereon as herein provided, or should allow any taxes hereafter assessed, or any assessment for streets or other municipal improvements to become delinquent, against said land, the party of the first part shall have the right to immediately cancel this contract, recall said deed from the Ocala National Bank, and keep and retain all payments of principal and interest as liquidated damages, and this contract shall from...
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MAJOR REALTY CORPORATION & SUBSIDIARIES v. Commissioner
...to a right of termination in the grantor upon the grantee's breach of a failure to perform the express condition. Chace v. Johnson, 98 Fla. 118, 123 So. 519 (Fla. 1929); Genet v. Florida East Coast Railway Co., 150 So. 2d 272 (Fla. Dist. Ct. App. 1963).23 We agree, therefore, with petitione......
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Hutchison v. Tompkins
...breach, there was no need for, or purpose to be served by, the parties stipulating to a sum as liquidated damages. Chace v. Johnson, 1929, 98 Fla. 118, 123 So. 519. The trial court, following the guidelines set forth in Pembroke v. Caudill, supra, simply held (at least inferentially) that t......
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Richmond v. State Title & Guar. Co., Inc.
...of a trustee in charge of the performance of an express trust. Tomasello v. Murphy, 100 Fla. 132, 129 So. 328 (1930); Chace v. Johnson, 98 Fla. 118, 123 So. 519 (1929). As an escrow agent, Esteva owed fiduciary duties to both parties to strictly comply with the terms of the escrow agreement......
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Pembroke v. Caudill
...a breach being 'to render certain and definite that which appears to be uncertain and not easily susceptible of proof', Chace v. Johnson, 98 Fla. 118, 123 So. 519, 521, fact that a stipulation denominates a sum to be paid for breach of a contract as 'liquidated damages' or as a 'penalty' wi......