Robbinson v. Central Properties, Inc.
| Decision Date | 02 May 1985 |
| Docket Number | No. 65537,65537 |
| Citation | 468 So.2d 986,10 Fla. L. Weekly 254 |
| Parties | 10 Fla. L. Weekly 254 William H. ROBBINSON, Trustee, V. Randolph Delk, Trustee, and Westside, Inc., Petitioners, v. CENTRAL PROPERTIES, INC., a Florida Corporation, Respondent. |
| Court | Florida Supreme Court |
E. Allan Ramey, DeFuniak Springs, for petitioners.
James D. Easley of Moore & Moore, Niceville, for respondent.
We review the decision of the District Court of Appeal, First District, in Central Properties, Inc. v. Robbinson, 450 So.2d 277 (Fla. 1st DCA 1984), which expressly and directly conflicts with Cruising World, Inc. v. Westermeyer, 351 So.2d 371 (Fla. 2d DCA 1977), cert. denied, 361 So.2d 836 (Fla.1978).
The issue presented is whether Central Properties' "right of first refusal" to purchase Westside Utilities' water and sewer system included the right to purchase Westside Utilities' capital stock. The district court held, among other things, that any proposed sale or transfer of Westside Utilities' capital stock should be construed as subject to the right of first refusal applicable to the sale of the system itself. We quash that portion of the decision of the district court and hold that Central Properties' right of first refusal does not extend to Westside Utilities' capital stock.
In August 1977, Central Properties, Inc., and petitioners William H. Robbinson, as trustee, V. Randolph Delk, as trustee, and Westside, Inc., a real estate development company, entered into an option contract whereby Central Properties could purchase sixty acres of land from Westside. This contract provided that Central Properties would have a "right of first refusal ... to purchase the water and sewer system on the remaining property of Optionor [Westside] under the terms and conditions being sold to any other party." Central Properties exercised its option and purchased the sixty acres with both parties agreeing that the right of first refusal provision would survive the closing. Westside's owners subsequently created another corporation, Westside Utilities, Inc., to operate the water and sewer system and transferred its ownership to this new corporation. The shareholders of both Westside and Westside Utilities were the same with the exception of one owner. The original right of first refusal between Westside and Central Properties also survived this transfer of the system and was binding on Westside Utilities.
One of the principal developments on Westside's remaining property was a condominium known as Sand Cliffs, and it was the principal user of the water and sewer system. In 1981, the stockholders of Westside Utilities and the Sand Cliffs' Owners Association discussed the transfer of this system to the association through the acquisition of Westside Utilities' capital stock. Although the details of the stock purchase were not yet agreed upon, Westside Utilities sent a letter to Central Properties offering it the right to purchase the system under the same terms and conditions set forth in the association's preliminary offer to purchase its stock. Central Properties sent a letter electing to exercise its right of first refusal. Westside Utilities then informed Central Properties in a final letter that the negotiations with the association had ceased, that the association had withdrawn its offer, and that Westside Utilities was accordingly withdrawing the offer of first refusal.
Central Properties brought suit seeking specific performance of the contract allegedly created by its acceptance of Westside Utilities' offer in its first letter. The trial court denied specific performance, finding that no contract was formed by Central Properties' acceptance of the offer because the agreement's essential elements had remained open for further negotiation, and thus there was no meeting of the minds concerning...
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