Ruckelshaus v. Broward County School Board, 73-2684.
Decision Date | 30 May 1974 |
Docket Number | No. 73-2684.,73-2684. |
Citation | 494 F.2d 1164 |
Parties | John C. RUCKELSHAUS, Successor Trustee in Bankruptcy for Aldridge International Associates, Inc., Plaintiff-Appellant-Cross Appellee, v. BROWARD COUNTY SCHOOL BOARD, Defendant-Appellee-Cross Appellant. |
Court | U.S. Court of Appeals — Fifth Circuit |
John D. Raikos, Thomas A. Deal, Indianapolis, Ind., Herbert L. Markow, James E. Tribble, Mark Hicks, Miami, Fla., Bamberger & Feibelman, Indianapolis, Ind., John Camp, Jr., Miami, Fla., for plaintiff-appellant.
James T. Haley, John L. Britton, Miami, Fla., for defendant-appellee.
Before BROWN, Chief Judge, and TUTTLE and SIMPSON, Circuit Judges.
This appeal stems from the failure of plaintiff-appellant vendee and defendant-appellee vendor to consummate a contract to purchase property, four parcels known as the "Old Fort Lauderdale High School," for $1,950,000. The appellant initially made a deposit of $100,000 and the closing date was set for September 14, 1965. At appellant's request, appellee reset the closing date four times in consideration of the payment of additional deposits totalling $140,000. After repeated closing extensions to January 12, February 11, and April 11, 1966, appellee fixed May 12, 1966 as the last extension. Appellant also failed to meet this engagement. Paragraph 9 of the purchase agreement stated:
The district court granted summary judgment allowing appellee to retain as liquidated damages the deposits of $240,000 which constituted 12.3% of the contract price of $1,950,000.
The appellant first asserts that the contract was divisible in four parts and that the $240,000 was 40% of the $600,000 amount required for release of one parcel. We readily reject this contention since the contract as a whole calls for the performance of purchase of all four parcels, each purchase integrally related to the other, and sets only one purchase price for the entire tract, $1,950,000.
Appellant's second argument is likewise groundless. It is virtually the unanimous rule of all jurisdictions that whether a stipulation is for liquidated damages or a penalty is a question of law for the court. Appellant admits that the damages were not capable of accurate ascertainment at the time of the contract, but claims that this Court should relieve against the forfeiture of the $240,000 as unconscionable at the time of the breach.
The property in question was subsequently sold for an amount $590,000 below the original contract price. Therefore, the appellant's arguments that the appellee suffered no actual damages and that thus forfeiture of the $240,000 deposit is unconscionable, are without merit. The appellant's assertion that the resale price was not established in the record is unfounded. The interrogatories propounded by the appellant to the appellee stated:
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