Roschman Properties, Inc. v. S.K. Partners I

• Decision Date: 26 April 1989
• Docket Number: No. 88-2058,88-2058
• Citation: Roschman Properties, Inc. v. S.K. Partners I, 545 So.2d 316, 14 Fla. L. Weekly 1033 (Fla. App. 1989)
• Parties: 14 Fla. L. Weekly 1033 ROSCHMAN PROPERTIES, INC., Roschman Partners, John G. Roschman, Jeffrey S. Roschman and Robert J. Roschman, Appellants, v. S.K. PARTNERS I, a Florida limited partnership, et al., Appellees.
• Court: Florida District Court of Appeals

Page 316

545 So.2d 316

14 Fla. L. Weekly 1033

ROSCHMAN PROPERTIES, INC., Roschman Partners, John G. Roschman, Jeffrey S. Roschman and Robert J. Roschman, Appellants, v. S.K. PARTNERS I, a Florida limited partnership, et al., Appellees.

No. 88-2058.

District Court of Appeal of Florida Fourth District.

April 26, 1989.

Rehearing Denied July 19, 1989.

John Beranek of Klein, Beranek & Walsh, P.A., John R. Young, West Palm Beach, James L.S. Bowdish, Stuart, and Thomas E. Lee, Jr., Jupiter, for appellants.

Robert T. Scott of Gunster, Yoakley, Criser & Stewart, P.A., West Palm Beach, and Stephen C. Page of Gunster, Yoakley, Criser & Stewart, P.A., Stuart, for appellees.

GARRETT, Judge.

In April of 1981, appellant, Roschman Properties, Inc., and Eastwood Park, Inc., (Eastwood) entered into an agreement for the purchase and sale of land. At the same time, they signed an option agreement contract, giving the optionee, Eastwood, the right to purchase four adjacent parcels within six years.

The purchase and sale agreement provided 10. Neither this Agreement nor any memorandum hereof shall be recorded in any public records and, if so recorded, such recordation shall, at the option of Seller, constitute a default by Purchaser entitling Seller to receive the Deposit hereinbefore set forth as agreed upon and liquidated damages and to have any such recorded memorandum hereof or this Agreement expunged from the public records where same were recorded all at the cost and expense of Purchaser which cost and expense shall include, but not be limited to, reasonable attorney's fees incurred by Seller for the services of his attorneys through and including all appeals.

The option agreement provided:

8. At such time as the Closing pursuant to the Other Contract [Agreement for Purchase and Sale] has taken place and Optionor (as Seller) has received the full purchase price pursuant to the Other Contract then, and in such event occurring, simultaneously the Optionor and Optionee shall execute a Memorandum of Option and record same amongst the Public Records of Martin, Florida.

....

10. Paragraphs 9, 11, 12, 13 and 14 of the Other Contract are hereby incorporated herein by reference as if fully set forth herein full and, except as aforesaid with respect to the Memorandum of Option, Paragraph 10 of the Other Contract is incorporated herein by reference as if fully set forth herein in full, provided that in all instances references to Seller shall be deemed references to Optionor and references as to Purchaser shall be deemed references to Optionee.

The option was assigned several...