Grover v. Jacksonville Golfair, Inc.

• Decision Date: 28 November 2005
• Docket Number: No. 1D03-0895.,No. 1D03-5239.,1D03-0895.,1D03-5239.
• Citation: 914 So.2d 995
• Parties: Gary S. GROVER, Appellant, v. JACKSONVILLE GOLFAIR, INC., and Melton Harrell, individually, Appellees, and Gary S. Grover and Michkeldel, Inc., Appellants, v. Jacksonville Airport, Inc., and Melton Harrell, individually, Appellees.
• Court: Florida Supreme Court

914 So.2d 995

Gary S. GROVER, Appellant, v. JACKSONVILLE GOLFAIR, INC., and Melton Harrell, individually, Appellees, and Gary S. Grover and Michkeldel, Inc., Appellants, v. Jacksonville Airport, Inc., and Melton Harrell, individually, Appellees.

No. 1D03-0895.

No. 1D03-5239.

District Court of Appeal of Florida, First District.

October 17, 2005.

Rehearing Denied November 28, 2005.

James A. Bledsoe, Jr. and Tracey Leigh Henderson of Bledsoe, Jacobson, Schmidt & Wright; and Michael J. Korn of Korn & Zehmer, P.A., Jacksonville, for Appellants.

Don H. Lester of Lester & Mitchell, P.A., Jacksonville, for Appellees.

PER CURIAM.

This is a consolidated appeal of two amended final judgments entered following a bench trial in related lawsuits involving two written option agreements to purchase two motels in Jacksonville, Florida. Appellants, Gary S. Grover and Michkeldel, Inc., argue that the trial court erred in finding that appellees, Jacksonville Golfair, Inc., Jacksonville Airport, Inc. and Melton Harrell, validly exercised the purchase options; in determining that appellees possessed enforceable contracts to purchase the motel properties; in finding that the appellants breached their obligations under the options by refusing to close the transactions; and in awarding benefit of the bargain damages and prejudgment interest to appellees. Although the material facts are in dispute, we find that competent substantial evidence supports the factual findings of the trial court. The contracts at issue contained all of the essential terms for the purchase of the two motels which included, among other things, with respect to each property, identification of the property to be purchased, purchase price, financing by a purchase money wrap-around mortgage, and allocation of closing costs. See Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Fin. Corp., 302 So.2d 404, 408-09 (Fla.1974); compare Irby v. Mem'l Healthcare Group, Inc., 901 So.2d 305 (Fla. 1st DCA 2005)(holding that employment letter lacked essential terms and did not constitute an enforceable employment contract). Further, appellees established that there was "substantial performance of [the] conditions precedent" relating to each option agreement, Racing Properties, L.P. v. Baldwin, 885 So.2d 881, 883 (Fla. 3d DCA 2004), and that the appellants' actions constituted such a lack of good faith to support the award of benefit of the bargain damages in both actions. Wolofsky v. Behrman, 454 So.2d 614, 616 (Fla. 4th DCA 1984)(in determining whether a vendor acted in bad faith, the inquiry is whether his actions constituted a lack of good faith); Port Largo Club, Inc. v. Warren, 476 So.2d 1330, 1334 (Fla. 3d DCA 1985)(holding that 24-hour delay in closing on time-share condominiums was not adequate reason for vendor's refusal to close and court assumed lack of good faith where time-share units had substantially increased in value since time of initial contract). Finally, Florida courts have long recognized that interest on benefit of the bargain damages runs from the date of breach. See Key v. Alexander, 91 Fla. 975, 108 So. 883, 885 (1926); accord Liberis v. Carmeris, 107 Fla. 352, 146 So. 220 (1933). Accordingly, we affirm all issues raised on appeal.

DAVIS and VAN NORTWICK, JJ., concur and THOMAS, J., concurs with written opinion.

THOMAS, J., concurring.

I concur in the majority opinion, but write to express my view that Appellees' failure to meet applicable laws or regulations in the extensive repairs of Appellants' property violated the terms of the option contracts. I vote to affirm based on the doctrine of inequitable forfeiture. See Rader v. Prather, 100 Fla. 591, 130 So. 15, 16 (1930) ("[F]orfeiture clauses are not favored in either law or equity[.]"); Murphy v. Fortune, 857 So.2d 370, 371 (Fla. 1st DCA 2003) ("Forfeitures are not favored in law or equity, thus forfeiture statutes are strictly construed."). Equity disfavors forfeitures, especially where a lessee or buyer has made substantial improvements. Horatio Enterprises, Inc. v. Rabin, 614...