Coral Realty Co. v. Peacock Holding Co.

• Decision Date: 21 December 1931
• Citation: 103 Fla. 916,138 So. 622
• Parties: CORAL REALTY CO. et al. v. PEACOCK HOLDING CO. et al.
• Court: Florida Supreme Court

138 So. 622

103 Fla. 916

CORAL REALTY CO. et al. v. PEACOCK HOLDING CO. et al.

Florida Supreme Court

December 21, 1931

Commissioners' Decision.

Suit by the Peacock Holding Company and others against the Coral Realty Company and others. From an order overruling defendants' plea to the bill, defendants appeal.

Affirmed. Appeal from Circuit Court, Dade County; W. L Freeland, judge.

COUNSEL

Blackwell & Gray, of Miami, for appellants.

Hawthorne & Burton, of Miami, for appellees.

OPINION

DAVIS C.

On the 18th day of April, 1929, a contract was entered into between Coral Realty Company, a Florida corporation, party of the first part, and Coral Peacock, a widow, and Cecil A. Peacock her son, parties of the second part, wherein it was agreed for a consideration therein expressed, that the party of the first part convey to the parties of the second part, or to such corporation as they might designate, certain property therein described and known as the 'Belfort Hotel.' As consideration for said conveyance, the parties of the second part agreed to pay $15,000 in cash, and to convey certain property, the title to which was vested in Peacock Holding Corporation, a Florida corporation, at a valuation of $25,000, and to pay in addition thereto the sum of $80,000, to be evidenced by notes for certain amounts therein stated, and maturing from time to time over a period of ten years, all of the said notes, except one for $5,000, to be secured by purchase-money first mortgage upon the property agreed to be conveyed, and the said $5,000 note to be secured by a chattel mortgage upon the furnishing, furniture, and fixtures, located upon said property, and that each of said mortgages was to contain a default clause, upon failure for thirty days in making said payments. Pursuant to the terms of the contract, deeds, bills of sale, mortgages, and notes were made and delivered by the respective parties thereto. On June 6, 1930, the appellees, as complainants, in the lower court, because of certain alleged fraudulent representations made by the vendor, filed their bill to set aside and cancel the said deeds, bills of sale, mortgages, and notes, and for refund of the cash payment of $15,000, less such funds as may be shown to be due the defendants on account of the profits received by the complainants from the operation of the hotel property, and that upon failure of the defendants to comply with an order to repay such sum of money as may be found to be due them, a lien be impressed upon the said hotel property, and that the same be sold, and that proceeds of such sale be applied to the satisfaction of such sum. Special and general demurrers were interposed to the bill, which were overruled by the court. Whereupon, the defendants, who are appellants here, filed a plea, wherein they set up the said contract, the execution and delivery of the said purchase-money mortgages, the entering into the possession of the property by the complainants, a default in payment of taxes, a default in the payment of the installments of the principal sum, which was due on May 17, 1930, by the complainants, and also a default in the payment of interest due May 17, 1930, and that defendants on, to wit, 16th day of June, 1930, declared the entire sum of the balance of the purchase money represented by the said two mortgages due and payable, under the conditions and provisions of said mortgage, and thereupon filed their bills for the foreclosure of said mortgages; that the Peacock Hotel, Inc., a Florida corporation, one of the complainants herein, and the same corporation referred to and described in the sales contract, and the mortgagor in the said two mortgages, was made a party defendant in said foreclosure suits; that the said Peacock Hotel, Inc., filed, in said foreclosure suits, its answer, wherein it 'set forth, averred and alleged all matters and things set forth and alleged in the bill of complaint herein, and prayed for affirmative relief against these defendants, upon identically the same grounds and in identically the same words as it has prayed for relief herein'; that the said answers of Peacock Hotel, Inc., were not excepted to or stricken, but that issue was joined upon same; that said causes were referred to a master, who made his report to the court; that said causes afterwards came on to be heard upon the report of the master, and exceptions thereto, and the court made and entered final decrees of foreclosure; and that said decrees 'constituted an adjudication as to the rights of the parties herein, upon the same identical subject matter as set forth in the complainants' bill of complaint herein; and the said final decrees have not been vacated, superseded or annulled, but remain in full force and effect, so as to bar, prevent, estop and preclude the complainants from having any decree against the defendants in this cause, or from further maintaining or prosecuting this suit.'

A copy of the alleged contract, a copy of the said answers, and copies of the foreclosure decrees, were attached to and made a part of the plea in this cause.

The said plea was set down for argument by the complainants, and the same was overruled by the court. From the order overruling the said plea, the defendants appealed to this court, and have assigned as error the overruling of special and general demurrers to the bill and the overruling and disallowing of the plea.

The first two assignments of error have not been argued here, doubtless because of the rule that an appeal from an interlocutory order brings up nothing but the specific order for consideration.

A plea in equity does not deny the equity of the bill, but brings forward a fact which, if true, displaces it, and in equity, as at law, its office is to confess the right and avoid it by matter dehors. 16 Enc. Pl. & Pr. 587, 598. As declared by this court, its function 'is to bring forward some one distinct matter of fact, or number of facts, tending to a single point which is a complete defense to the whole bill, or some distinct part of it, to which the plea applies. * * * The cause having been heard on the plea, the facts as pleaded for the purpose of the hearing were assumed to be true. But it is also the rule that upon such hearing the sufficiency of the bill cannot be questioned, and every material allegation of the bill not denied by the plea is also admitted to be true.' Waring v. Bass, 76 Fla. 583, 80 So. 514, 515; Spaulding v. Ellsworth, 39 Fla. 76, 21 So. 812.

With the sufficiency of the bill admitted, the question for us to determine is: Does the plea set up a complete defense to the whole bill?

In Gray v. Gray, 91 Fla. 103, 107 So. 261, 262, Judge Terrell, speaking for the court, said:

'Res judicata is defined as a legal or equitable issue which has been decided by a court of competent jurisdiction; a thing or matter settled by judgment. An estoppel by matter of record is such as arises from or is founded upon the adjudication of a competent court. Confessions or admissions made in pleadings in a court of record, decrees, and other final determinations work estoppels. Estoppel rests on equitable principles, while res judicata rests on two maxims which were its foundation in Roman law, and are as follows: (1) No one ought to be twice sued for the same cause or action; and (2) it is the interest of the state that there should be an end of litigation. *

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