Golden v. Woodward, 1D08-3324.

• Decision Date: 24 June 2009
• Docket Number: No. 1D08-3324.,1D08-3324.
• Citation: 15 So.3d 664
• Parties: Tony Gerald GOLDEN and His Wife, Tina M. Golden, Appellants, v. Davey L. WOODWARD, Jr., as Personal Representative of the Estate of Davey L. Woodward, deceased, Appellee.
• Court: Florida District Court of Appeals

15 So.3d 664

Tony Gerald GOLDEN and His Wife, Tina M. Golden, Appellants, v. Davey L. WOODWARD, Jr., as Personal Representative of the Estate of Davey L. Woodward, deceased, Appellee.

No. 1D08-3324.

District Court of Appeal of Florida, First District.

June 24, 2009.

Brandon J. Young, Bonifay, for Appellants.

Russell S. Roberts, of Roberts, Roberts & Roberts, Marianna, for Appellee.

BROWNING, J.

Mr. and Mrs. Golden appeal a final judgment finding that the plaintiff, Davey L. Woodward, Jr., in his capacity as personal representative of the Estate of Davey L. Woodward, Sr., is entitled to an "equitable lien" or "vendor's lien" in the amount of $89,000.00 against Appellants on certain real property that is the subject of an earlier agreement between Appellants and Mr. Woodward, Sr. Finding neither a misapplication of the law nor an abuse of discretion in any of the challenged rulings, we affirm the final judgment. See Edelson v. Quinn, 123 Fla. 670, 167 So. 535 (1936) (holding that where vendees, a husband and wife, received the deed to realty and took and retained possession without paying the full purchase price and without giving security for the payment thereof, a court of equity could enforce a vendor's lien upon that part of the property the court could reach).

Mr. Woodward, Sr., and Appellants signed a January 28, 2003, written "Agreement to Sell Personal Real Estate Property" (2003 Agreement) by which Mr. Woodward sold his property to Appellants, who were his next-door neighbors in Graceville, Florida. Under the express terms of the 2003 Agreement, Mr. Woodward contracted to sell his home and approximately 7.8 acres of land to Appellants for a purchase price of $109,000.00, including all interest and fees. The 2003 Agreement provided that Appellants would pay Mr. Woodward $550.00 a month for seven years (totaling $46,200.00), beginning on March 1, 2003, and ending on March 1, 2010. After the expiration of the seven-year period, Appellants would tender a balloon payment— $62,800.00, the remaining balance of the purchase price—to Mr. Woodward.

Although the 2003 Agreement stated there would be a "transfer of deeds" on or before February 15, 2003, no deeds were ever transferred prior to, or within a year of, that date. Significantly, the 2003 Agreement provided that in the event of Mr. Woodward's death, Appellants would continue making payments to his estate. Also, the 2003 Agreement barred Appellants from placing any liens on the property until the full $109,000.00 purchase price was paid to the seller. After the execution of the 2003 Agreement, Mr. Woodward vacated the property; Appellants took possession and commenced making monthly payments in March 2003. However, after entering the 2003 Agreement, Appellants sometimes were delinquent in their monthly payments to Mr. Woodward.

At Mr. Woodward's prompting, the parties executed a written Warranty Deed to the subject property on April 2, 2004, but Appellants did not record it until mid-June 2005, ultimately at the behest of Mr. Woodward, who no longer wanted to receive the tax notices. After Mr. Woodward delivered the Warranty Deed to Appellants, they continued to make payments to him. In mid-July 2005, or about one month after recording the Warranty Deed, Appellants executed a first mortgage of $55,000.00 on the subject property. Mr. Woodward died in June 2006. In mid-September 2006, Appellants placed a $155,000.00 mortgage on the property, which was used also to satisfy the initial mortgage.

After the execution of the 2003 Agreement, Mr. Woodward had become aware that Appellants were making improvements on the property. Upon further investigation, he discovered that Appellants had executed a first mortgage on the property, despite the express provision in the 2003 Agreement that the buyers would not allow any liens on the property until the full purchase price was paid to the seller. In May 2006, Mr. Woodward filed a four-count complaint against Appellants. Upon Mr. Woodward's death a month later, Mr. Woodward, Jr., in his capacity as the personal representative of his father's estate, was substituted as the plaintiff, and Appellants stopped making payments on the property.

The complaint alleged that Appellants had taken advantage of Mr. Woodward, Sr., from their position of trust, and that the estate was still owed payments under the express terms of the 2003 Agreement. Count One of the complaint alleged an action in equity to impose a resulting trust or a constructive trust on the property because Mr. Woodward, Sr., was elderly and did not understand the ramifications of his conveyance of the property without a mortgage.

Count Two, which is the only relevant claim to the issues raised in this appeal, alleged an action in equity to impose an "equitable lien" on the property based on the circumstances that Appellants held positions of trust and confidence with Mr. Woodward, who was elderly and suffering from a serious medical condition. This count alleged that Appellants currently were in default of their payments to be made to Mr. Woodward pursuant to the 2003 Agreement. The basis of the claim for an equitable lien on the property was that Mr. Woodward had deeded the property to Appellants in the good-faith belief that Appellants would continue to make monthly payments to him, and then to his estate after his death. This count alleged that the transfer of the property from Mr. Woodward to Appellants without the benefit of a mortgage, plus the cessation of payments by Appellants to Mr. Woodward, would result in "an inequitable windfall" for Appellants by the substantial value of their property without adequate remuneration to Mr. Woodward. Count Two alleged that Appellants are estopped by their actions and conduct, which constitute a "fraud," and by their acceptance of the benefits of Mr. Woodward's execution of a deed to the property to them and their failure to make full payments pursuant to the 2003 Agreement. This count alleged that Mr. Woodward had no adequate remedy at law.

Count Three alleged an action for the equitable reformation of the Warranty Deed. The final count alleged a claim for rescission or cancellation of the Warranty Deed.

In defending against Appellee's lawsuit, Appellants asserted that in April 2004, Mr. Woodward had contacted them and expressed a desire to make a significant change in the terms of the 2003 Agreement. Specifically, Appellants alleged that Mr. Woodward told them that he would deed the subject property to them if they would continue to pay him $550.00 a month until his death, upon which event their payment obligations would cease altogether. According to Appellants, the basis for this change was that Mr. Woodward had fallen out with his children and wanted to avoid any potential negative interactions between Appellants and Mr. Woodward's children after his death. Given an objection based on the statute of frauds, the trial court allowed a proffer but ultimately excluded evidence suggesting that Appellants and Mr. Woodward, Sr., had an oral agreement that significantly altered the terms and Appellants' responsibilities under their written 2003 Agreement.

In its final judgment, the trial court found no evidence either of Mr. Woodward, Sr.'s, incapacitation or of Appellants' undue influence or fraud. However, the court concluded that Appellants had breached the 2003 Agreement with Mr. Woodward, Sr., when they mortgaged the subject property and ceased making payments on the property before satisfying the full purchase price. The court determined that the equities lay with the estate, which is entitled to an equitable lien or vendor's lien on the property for $89,000.00, the sum due under the 2003 Agreement. The court entered a judgment in favor of Mr. Woodward's estate as to Count Two, and judgment in favor of Appellants on the other claims. This appeal ensued.

Appellants assert that the trial court erred, first, pursuant to Conidaris v. Cresswood Serv., Inc., 779 So.2d 518, 519 (Fla. 2d DCA 2000), by granting relief on a claim for a "vendor's lien" because no such claim was either pled in the complaint or tried by the parties' consent; second, by granting an equitable lien in the absence of a finding of Appellants' fraud or misconduct in procuring the April 2004 Warranty Deed from Mr. Woodward, Sr.; and, third, by finding that recovery based on an "equitable lien" theory is not barred by the doctrine of merger.

As to the first issue, Count Two alleged that Appellants were estopped by their actions and conduct constituting "fraud," and that Mr. Woodward, Sr., who did not understand the ramifications of his actions, was misled by Appellants into executing the April 2004 Warranty Deed. Although the general relief requested in Count Two is an "equitable lien," the trial court granted a "vendor's lien" in favor of Mr. Woodward's estate. Appellants argue that if they had received notice that Mr. Woodward, Sr., was asserting the right to a vendor's lien, they could have presented evidence and defenses (e.g., laches) relating to that claim.

This argument is without merit. "Every complaint shall be considered to demand general relief." Fla. R. Civ. P. 1.110(b). Thus, the court must "look to the facts alleged, the issues and proof, and not the form of the prayer for relief to determine the nature of the relief which should be granted." Circle Finance Co. v. Peacock, 399 So.2d 81, 84 (Fla. 1st DCA 1981). "[G]enerally, courts of equity have the fullest liberty in molding decrees to the necessity of the occasion, regardless of the prayer." Singer v. Tobin, 201 So.2d 799, 800-01 (Fla. 3d DCA 1967).

An "equitable lien" is "[a] right, enforceable only in equity, to have a demand satisfied from a particular fund or specific property, without having possession of the fund or property." Black's Law Dictionary 942 (8th ed. 2004); see Jones v. Carpenter, 90 Fla. 407, 106 So. 127, 128-29 (1925); Jennings v. Beeman Inv....