Oceanic Villas, Inc. v. Godson
| Decision Date | 14 November 1941 |
| Citation | 148 Fla. 454,4 So.2d 689 |
| Parties | OCEANIC VILLAS, Inc., v. GODSON et ux. |
| Court | Florida Supreme Court |
Rehearing Denied Dec. 9, 1941.
Henry D. Williams and Ward & Ward, all of Miami, for petitioner.
E. F. P Brigham, of Miami, for respondent.
On petition for certiorari we are asked to review order of Circuit Court dismissing bill of complaint with leave to amend.
By the bill of complaint it is sought to rescind and cancel a ninety-nine year lease; to recover from lessor rents paid by lessee and to enjoin the prosecution of a landlord and tenant action wherein it is sought to evict the lessee for non-payment of rents under the terms of the lease. Plaintiff bases his right to relief prayed upon the allegations which in effect aver that lessor procured the execution of the lease by false and fraudulent representations of fact as to what had been the gross earnings of the property over certain designated periods before the time of the entering into the lease.
Copy of the lease is attached to and by apt words made a part of the bill of complaint.
The lease contains the following clause:
'It is distinctly understood and agreed that the Lessee herein accepts the property herein leased and demised in its present condition, being governed by its own personal inspection of the premises, and in executing this lease it has not been governed or influenced by any representations of the Lessors as to the age and condition, or character of improvements situated upon said property, or as to the earning capacity thereof, and Lessee is guided in making this lease in accordance with the present terms only by its own judgment and without any influence, representation, fraud or duress of any nature on the part of the Lessors, and that the Lessee herein shall under no circumstances assert or maintain any claims for damages against the Lessors by reason of any present or future condition of improvements or buildings, if any, situated upon the above described property, and that no verbal agreements, stipulations, reservations, exceptions or conditions whatsoever have been made or entered into in regard to the above described property, which will in any way vary, contradict or impair the validity of this lease, or of any of the terms and conditions herein contained.'
It is appellee's contention that by this clause of the lease the lessee is estopped to allege that the lease was procured by fraud. We cannot agree with this contention. If the lease was procured by fraud and misrepresentation as to a material fact, the truth or falsity of which was known only to the lessor (and it is so alleged in the bill of complaint), and which misrepresentations, if proved, would be sufficient basis for a decree of rescission, then such fraudulent misrepresentation vitiated every part of the lease contract and the Lessee was not bound by the above quoted clause.
That false and fraudulent misrepresentations as to past income, gross receipts or profits may constitute fraud on which rescission should be awarded is too well settled to be seriously questioned. See Richardson's Treatise, 'Outline of Contracts', 1928 Ed., § 68, pp. 67 and 68; 26 C.J. § 105 p. 1204; Vouros v. Pierce, 226 Mass. 175, 115 N.E 297; Waldo v. Chicago, etc., R. R. Co. et al., 14 Wis. 575, 584; Mignault v. Goldman, 234 Mass. 205 125 N.E. 189; Champneys et al. v. Irwin et al., 106 Wash. 438, to page 441, 180 P. 405; Hotchkiss v. Bon etc., Co., 108 Me. 34, and page 52, 78 A. 1108; Hecht v. Metzler, 14 Utah 408, 48 P. 37, 60 Am.St.Rep. 906; Sanders v. King, 208 Ala. 638, 95 So. 19. To hold that by the terms of the contract which is alleged to have been procured by fraud, the lessor could bind the lessee in such manner that lessee would be bound by the fraud of the lessor would be against the fundamental principles of law, equity, good morals, public policy and fair dealing. It is well settled that a party can not contract against liability for his own fraud. See 75 A.L.R. 1075; Granlund v. Saraf, 263 Mass. 76, 160 N.E. 408; Wilcox v. Howell, 44 N.Y. 398, to page 402; Bridger v. Goldsmith, 143 N.Y. 424, 427 to page 429, 38 N.E. 458. See, also, 21 C.J. 1101; Stokes v. Victory Land Co., 99 Fla. 795, 128 So. 408; Braxton v. Liddon, 49 Fla. 280, 38 So. 717. We do not mean by this, however, to hold that a contract...
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...proceeding under a damages claim, not a rescission one. Accordingly, the case on which Ferraro Defendants rely, Oceanic Villas, Inc. v. Godson, 148 Fla. 454, 4 So.2d 689 (1941), is not on point because it involves rescission. Id. at 459, 4 So.2d 689 ("We recognize the rule to be that fraud ......
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