Cruising World, Inc. v. Westermeyer, 77-276
| Decision Date | 26 October 1977 |
| Docket Number | No. 77-276,77-276 |
| Citation | 351 So.2d 371 |
| Parties | CRUISING WORLD, INC., a Florida Corporation, Appellant, v. Fred W. WESTERMEYER, d/b/a Sunset Marine and John R. Munz and Mab Wreford, Appellees. |
| Court | Florida District Court of Appeals |
Donald Wm. Giffin, St. Petersburg and J. Hardin Peterson, Jr. of Peterson, Myers, Curtis, Craig & Crews, Lakeland, for appellant.
F. Wallace Pope, Jr. of Johnson, Blakely, Pope & Bokor, P. A., Clearwater, for appellee Westermeyer.
John R. Munz and Mab Wreford own all the stock in Master Marine, Inc., and that corporation's major asset is certain waterfront real property utilized as a marina in Pinellas County. Munz is also the president of Master Marine, Inc.
Fred W. Westermeyer, d/b/a Sunset Marine, is in the business of building and repairing boats.
Early in 1972, Master Marine, acting through Munz, and Westermeyer entered into an oral lease of the waterfront marina property owned by Master Marine, Inc. On July 2, 1973 Master Marine, Inc. as lessor and Westermeyer, d/b/a Sunset Marine, as lessee entered into a four year written lease of the same property. Paragraph 11 of that lease states, in part, that, ". . . Lessee (Westermeyer) shall have an option during the term of this lease to purchase the property at the same terms and conditions as offered by any bona fide purchaser, and . . . Lessor (Master Marine) shall give the Lessee ten (10) days in which to accept or refuse the terms offered by said bona fide purchaser. . . ."
The real estate owned by Master Marine is adjacent to that owned by Cruising World, Inc. Early in 1976, Cruising World, first through a real estate salesman and then through its attorney, approached Munz regarding the possible purchase by Cruising World of the Master Marine marina property. During these discussions, Cruising World was informed by Westermeyer that his lease with Master Marine contained either a right of first refusal or an option to purchase the property. Cruising World's first offer for purchasing the property was rejected by Master Marine as too low in price, but the negotiations continued until Cruising World and Munz agreed upon a sale price of $220,000.00 for the real estate. Munz, thereafter, retained an attorney to review a written option proposed by Cruising World. Counsel advised Munz to restructure the sale of the real estate to a sale of all the stock in Master Marine in order to achieve federal tax benefits. Until that time, Cruising World had never expressed an interest in buying the stock of the corporation.
On July 9, 1976, Munz and Wreford individually entered into a written option granting Cruising World the right to purchase all the stock of Master Marine. Cruising World, Inc. tendered the sum of $10,000.00 to the attorney for Munz and Wreford. On July 13, 1976, Master Marine notified Westermeyer that it had granted an option to Cruising World to purchase all the stock subject to the rights of Westermeyer under Paragraph 11 of the lease. Westermeyer then on August 17, 1976 delivered to Munz's counsel a purchase option identical in substance to the Cruising World option, and made demand upon Munz and Wreford to return the deposit of the other party.
Munz and Wreford filed an interpleader complaint in the Circuit Court for Pinellas County, Cruising World and Westermeyer filed their answers to said complaint and filed cross-claims against each other, and answers and Westermeyer filed a counterclaim against Munz and Wreford.
The trial court entered final judgment denying Westermeyer's counterclaim for reformation of his lease with Master Marine; denying the cross-claim of Cruising World, Inc. against Westermeyer; and finding that appellee Westermeyer is protected by the option and right of first refusal contained in the July 2, 1973 lease and, further, finding that the option executed by Westermeyer on August 17, 1976 is superior...
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