Coral Gables Securities Corp. v. Miami Corp.

• Decision Date: 06 March 1936
• Citation: 123 Fla. 172,166 So. 555
• Parties: CORAL GABLES SECURITIES CORPORATION et al. v. MIAMI CORPORATION.
• Court: Florida Supreme Court

166 So. 555

123 Fla. 172

CORAL GABLES SECURITIES CORPORATION et al. v. MIAMI CORPORATION.

Florida Supreme Court, Division A.

March 6, 1936

Rehearing Denied March 30, 1936.

Suit by Miami Corporation, a corporation organized and existing under the laws of the state of Delaware, against Coral Gables Securities Corporation and others. From an order overruling defendants' motion to dismiss the bill defendants appeal.

Affirmed and remanded. Appeal from Circuit Court, Dade County; Paul D. Barns, Judge.

COUNSEL

John M Murrell, W. L. Freeland, Clifton D. Benson, and Benjamin E Carey, all of Miami, for appellants.

Henry P. Adair and Henry F. Martin, both of Jacksonville, Garland M. McNutt, of Miami, Knight, Adair, Cooper &amp Osborne, of Jacksonville, and Hudson & Cason, of Miami, for appellee.

OPINION

DAVIS Justice.

This is an appeal by the Coal Gables Securities Corporation and others, as defendants in the court below, from an order of the circuit court of Dade county overruling and denying their motion to dismiss for want of equity a bill of complaint filed against them by Miami Corporation, as complainant.

The appellee, Miami Corporation, a Delaware company authorized to do business in the state of Florida, was in the year 1924 the owner of a large tract of land adjacent to a real estate subdivision near Miami in Dade county, Fla., called Coral Gables, which subdivision later became known as the city of Coral Gables. George E. Merrick, one of the appellants, was an experienced land developer of national prominence and engaged in the development of the Coral Gables subdivision prior to, during, and shortly after the Florida real estate boom.

The bill of complaint to which the motion to dismiss was directed and overruled was filed by Miami Corporation, as vendor against Coral Gables Securities Corporation, as vendee, and several hundred others, comprising largely contract lot purchasers from the vendee and its successors. The basis of the suit was an agreement that had been entered into on December 20, 1924 (and thereafter supplemented and modified), between the appellee, Miami Corporation, as vendor and the appellant Coral Gables Securities Corporation, as purchaser, by which agreement the vendor had agreed to sell, and the purchaser to buy, a tract of land in Dade county known as the 'Cocoplum property' on the terms and conditions stated in the agreement.

The tract of land described as the 'Cocoplum tract' contained approximately 758 acres bordered on the waters of Biscayne Bay, and was largely submerged but suitable for filling. It was sold with the intention that it should be subdivided, developed, improved, and put on the market in connection with the high lands included in the same tract.

Among other things the agreement of December 20, 1924, provided that the purchase price for the tract of land involved should be paid as follows: (a) Part in cash and in specified installments over a period of ten years referred to as the cash purchase price; and (b) the remainder of the purchase price was to be amounts equal to specified percentages of the profits of the purchaser. Incidental to the agreement concerning the purchase price, certain provisions for the protection of the vendor were incorporated. These were a right on the vendor's part to approve the plan of development, to audit books of the vendee, and restrictions prohibiting the resale of the property to stockholders of officers of the purchaser except for home sites. By its bill of complaint, the Miami Corporation, the appellee, sought an accounting and also an enforcement and foreclosure of its alleged vendor's lien on a portion of the property referred to in this case as 'residue of the Cocoplum Tract,' the other portion of the property having been released to lot purchasers or reconveyed by the purchaser and its assigns to the vendor. It is alleged that several years prior to the filing of the bill of complaint the purchaser and its assigns defaulted in the contemplated performance of the agreement of December 20, 1924, and thereupon abandoned the property and that those holding lot sales contracts who were made defendants in the case, likewise had defaulted in their agreements and abandoned their contracts under such circumstances as to occasion the suit instituted by the vendor.

To the bill of complaint filed by the Miami Corporation, the vendee, Coral Gables Securities Corporation, George E. Merrick, the developer, and a number of the contract purchasers of lots involved in the property, interposed motions to dismiss the bill. They alleged as grounds therefor the general proposition that the bill was without equity and constituted an attempt by one joint adventurer to maintain a suit in equity against its coadventurers and at the same time was a suit seeking to assert independent grounds of relief against third parties who merely held contracts with the alleged coadventurers, which contracts the coadventurers had not performed on their part for the benefit of said third parties.

It is settled law in this state that if a bill of complaint in equity sets up any cause whatsoever for equitable relief, that an order denying a motion to dismiss the bill in its entirety must be affirmed. Chappell v. Watson, 119 Fla. 711, 160 So. 867; Yates v. St. Johns Beach Development Co., 118 Fla. 788, 160 So. 197.

The bill of complaint, as we view it, sufficiently avers the status of the Miami Corporation as a vendor of real estate bringing suit against Coral Gables Securities Corporation, as purchaser (with concomitant joinder of several hundred contract purchasers of lots from the vendee), for the enforcement and foreclosure of a vendor's lien and for an accounting incident to that form of relief. The written agreement of...