Doolittle v. Fruehauf Corp.

• Decision Date: 18 May 1976
• Docket Number: No. W--413,W--413
• Citation: 332 So.2d 107
• Parties: Louise M. DOOLITTLE, Appellant (Defendant), v. FRUEHAUF CORPORATION, a corporation, Appellee (Plaintiff).
• Court: Florida District Court of Appeals

Page 107

332 So.2d 107

Louise M. DOOLITTLE, Appellant (Defendant), v. FRUEHAUF CORPORATION, a corporation, Appellee (Plaintiff).

No. W--413.

District Court of Appeal of Florida, First District.

May 18, 1976.

Rehearing Denied June 11, 1976.

George L. Hudspeth and Jean C. Coker, of Mahoney, Hadlow, Chambers & Adams, Jacksonville, for appellant.

Herman Ulmer, Herman Ulmer, Jr., and Gary B. Tullis, of Ulmer, Murchison, Ashby & Ball, Jacksonville, for appellee.

MILLS, Judge.

Fruehauf sought specific performance of an option to purchase contained in a lease between it and Doolittle. Following a nonjury trial, a judgment was entered in favor of Fruehauf. Doolittle appeals from this judgment.

The issue presented to us is whether the option was properly and timely exercised by Fruehauf.

Fruehauf and Doolittle entered into a lease. The lease gave Fruehauf an option to purchase the leased premises. The option read as follows:

'Lessee shall have the further right and option to purchase the demised premises after the first year of this lease and during the remainder of the term and any extension or renewal thereof for the sum of $50,000 cash.'

The lease ended on 31 October 1973. On 19 September 1973, Fruehauf gave written notice of its desire and intent to purchase the leased premises. Doolittle acknowledged receipt of this notice by letter of 28 September 1973, and enclosed with the letter a proposed form of warranty deed. No further correspondence was had between the parties until 12 December 1973, when Doolittle by letter of that date wrote Fruehauf:

'Since you have elected not to exercise the option . . . the option has expired.'

On 18 December Fruehauf tendered the $50,000 purchase price and asked for delivery of Doolittle's warranty deed. The $50,000 check was not accepted by Doolittle. She stated that the tender of the purchase price had not been made prior to the termination of the lease.

From the outset, it should be noted that the lease did not specify the manner in which the option was to be exercised nor did it set forth any time or procedure for closing the purchase in the event the option was exercised.

It is not necessary to tender purchase money as a condition precedent to exercising an option, if this condition is not expressly stated in the option. Martin v. Albee, 93 Fla. 941, 113 So. 415 (1927); Sisco v. Rotenberg, 104 So.2d 365 (Fla.1958).

The two steps which are necessary to exercise an option are: (1) there must be a decision by the optionee to purchase the property under the terms of the option; (2) the optionee must communicate the decision to the optionor within the life of the option. Norris v. Eikenberry, 137 So. 128 (Fla.1931).

In the case before us, Fruehauf determined that it wished to purchase the property in accordance with the terms of the option. In other words, for $50,000 cash. Then by letter of 19 September, Fruehauf attempted to communicate this decision to Doolittle. Doolittle contends that the language used in the letter was not sufficient to constitute an acceptance and would not have been binding on Fruehauf had Doolittle chosen to maintain an action for specific performance. The language Doolittle refers to are the phrases 'desire to purchase' and 'intent to purchase'. However, this supposedly conditional language must be read in the context of the letter:

'Fruehauf Corporation herewith tenders formal notice of their desire to purchase the property. We are hopeful conveyance can be officially consummated on or about October 31, 1973. We will appreciate acknowledgment from you of this notice of our intent to purchase. Also, we would appreciate your suggestions and comment on...