Harrison Land Development, Inc. v. R and H Holding Co., Inc.

• Decision Date: 16 December 1987
• Docket Number: No. 85-1084,85-1084
• Citation: Harrison Land Development, Inc. v. R and H Holding Co., Inc., 518 So.2d 353, 12 Fla. L. Weekly 2897 (Fla. App. 1987)
• Parties: 12 Fla. L. Weekly 2897 HARRISON LAND DEVELOPMENT, INC., Appellant, v. R AND H HOLDING CO., INC., a Florida corporation, the successor by merger of NGH Investments, Inc., and John D. and Catherine T. MacArthur Foundation, an Illinois not-for-profit corporation, Appellees.
• Court: Florida District Court of Appeals

Page 353

518 So.2d 353

12 Fla. L. Weekly 2897

HARRISON LAND DEVELOPMENT, INC., Appellant, v. R AND H HOLDING CO., INC., a Florida corporation, the successor by merger of NGH Investments, Inc., and John D. and Catherine T. MacArthur Foundation, an Illinois not-for-profit corporation, Appellees.

No. 85-1084.

District Court of Appeal of Florida Fourth District.

Dec. 16, 1987.

Rehearing Denied Jan. 29, 1988.

Jack Scarolo of Montgomery, Searcy & Denney, P.A., Philip Burlington and Edna L. Caruso of Edna L. Caruso, P.A., West Palm Beach, for appellant.

D. Culver Smith, III, and Theresa W. Parrish of Steel, Hector, Davis, Burns & Middleton, West Palm Beach, for appellee-R & H Holding Co., Inc., the successor by merger of NGH Investments, Inc.

Michael P. Mullen of Burke, Griffin, Chomicz & Weinke, P.C., Chicago, Ill., for appellee-MacArthur Foundation.

PER CURIAM.

This is a timely appeal from a final judgment entered in favor of NGH Investments, Inc. (NGH), and John D. and Catherine T. MacArthur Foundation (Foundation) pursuant to a jury verdict in their favor.

Appellant, Harrison Land Development, Inc., (Harrison) sued NGH for breach of a Real Estate Development Management Agreement wherein NGH and Harrison had agreed to develop certain property in St. Lucie County as a regional shopping center. The property had initially been owned by Harrison and another in a joint venture, but was sold to NGH in a transaction, which gave rise to the aforesaid Real Estate Management Agreement. It was the intention of the parties, as reflected in the Agreement, that the property would be developed over a period of five years, during which Harrison would receive fifty percent of NGH's net profit, and if profitable to the owner, NGH, the contract could be extended at Harrison's option for another five years. Furthermore, Nat Harrison, appellant's principal, was to become a director of NGH. The Agreement also provided that none of the property could be sold, leased or developed without the mutual consent of both NGH and Harrison.

After execution of the Agreement, Harrison commenced predevelopment activities and things proceeded as planned. However, John D. MacArthur, the principal involved in NGH, died in January, 1978, and the control and operation of NGH underwent some changes. In order to take title to the property in question from Harrison, MacArthur had set up a new corporation, NGH, the sole stockholder of which was another corporation, JCM, Inc., the stock of which was controlled by Bankers Life Insurance Company of Chicago, the sole stockholder of which was John D. MacArthur.

Upon MacArthur's death in January of 1978, the Foundation, which he had established in the 1970's, was activated. Because the Foundation was a charitable organization it could not own active businesses or assets. In order to decide which assets could be retained or had to be sold, the Foundation undertook to evaluate and inventory the land holdings of Bankers Life and its subsidiaries, including NGH. During the ensuing period of time, lasting until the term of the original contract had expired, Harrison attempted...