Sarasota County v. Taylor Woodrow Homes Ltd.

• Decision Date: 07 April 1995
• Docket Number: No. 94-01381,94-01381
• Citation: 652 So.2d 1247
• Parties: 20 Fla. L. Weekly D877 SARASOTA COUNTY, a Political Subdivision of the State of Florida, Appellant, v. TAYLOR WOODROW HOMES LIMITED, n/k/a Taywood Homes Limited (Inc.), a Corporation Organized under the Laws of Great Britain and Authorized to do Business in the State of Florida, and Meadowood Utilities Company, a Florida Corporation, Appellees.
• Court: Florida District Court of Appeals

Page 1247

652 So.2d 1247

20 Fla. L. Weekly D877

SARASOTA COUNTY, a Political Subdivision of the State of Florida, Appellant, v. TAYLOR WOODROW HOMES LIMITED, n/k/a Taywood Homes Limited (Inc.), a Corporation Organized under the Laws of Great Britain and Authorized to do Business in the State of Florida, and Meadowood Utilities Company, a Florida Corporation, Appellees.

No. 94-01381.

District Court of Appeal of Florida Second District.

April 7, 1995.

Robert L. Nabors and Virginia Saunders Delegal, Nabors, Giblin & Nickerson, P.A., Tallahassee, and Jorge L. Fernandez, County Atty., Sarasota, for appellant.

S.W. Moore, Brigham Moore Gaylord Schuster & Merlin, Sarasota, for appellees.

ALTENBERND, Judge.

Sarasota County (the County) appeals an order dismissing with prejudice its complaint for declaratory relief and specific performance against Taylor Woodrow Homes Limited and Meadowood Utilities Company. We reverse because the complaint alleged a contract between the County and Taylor Woodrow Homes that, on its face, could be specifically enforced. Without regard to the ultimate interpretation that the trial court may give to this contract, we conclude that the County is entitled to a declaratory judgment of its rights and obligations under the contract. It is possible that Taylor Woodrow Homes can raise constitutional issues that will prevent enforcement of this contract. We conclude, however, that Taylor Woodrow Homes must raise those issues as a defense to this action, and the County must be given an opportunity to allege waiver or estoppel in reply. These issues are sufficiently unique and complex that neither the trial court nor this court can declare the applicable law without additional development of the facts.

Taylor Woodrow Homes is a land development company. During the last twenty years, it has developed a large project in Sarasota County known as The Meadows. This development involves over 1,300 acres and includes single-family, two-family, and multi-family residences, as well as a golf course and a commercial complex. When completed, the development will have approximately 4,900 housing units, providing homes for about 13,000 residents. ¹

The Meadows was conceived in the early 1970s as a planned use development and is one of this region's first major developments of regional impact. At that time, the Florida Environmental Land and Water Management Act of 1972, sections 380.012-380.10, Florida Statutes (1973), and the procedures for developments of regional impact were quite new. Sarasota County had been given expanded authority to place restrictions, stipulations, and safeguards into a change of zoning for a development, and those stipulations were intended to be contractual in nature between the County and the developer. Ch. 71-916, Laws of Fla. During that period of growing environmental concern, the County enacted ordinance 72-30 to establish a county water and sewer utility system, and prepared a master plan that allegedly contemplated a future waste water system entirely owned and operated by the public.

Although the negotiations and administrative proceedings that preceded this development are not extensively described in this record, it is clear that the County and Taylor Woodrow Homes reached an agreement to rezone the property and proceed with the development. To rezone the property to a R-2S-PUD classification and to approve a development of regional impact, the Sarasota County Commission passed resolution 74-238 on November 13, 1974. This resolution is a 28-page document that includes many conditions and restrictions on the development of The Meadows. It places certain obligations on the County, as well as on Taylor Woodrow Homes. Paragraph 7 of this resolution contains agreements relating to a waste water treatment system. That paragraph is recited in its entirety in appendix A to this opinion. In summary, the paragraph recognizes that a publicly owned waste water treatment system was not available to The Meadows in 1974. The County authorized Taylor Woodrow Homes to build a facility at its own expense and to operate that system privately. Paragraph 7 also explains that the County would eventually proceed with a public facility in the region. If Taylor Woodrow Homes was still developing The Meadows when the county elected to proceed with a public system to service The Meadows area, "then upon request by the County, [Taylor Woodrow Homes] agrees that the aforementioned privately owned waste water treatment system (including the treatment plant and all collection lines, lift stations and other equipment) will be dedicated to the County without charge and free of encumbrance."

This 1974 resolution was executed by Taylor Woodrow Homes, acknowledging that the terms, conditions, and provisions of the resolution were binding upon the developer, its successors and assigns. Moreover, this resolution contains provisions noting: (1) it was a negotiated agreement embodying the entire contract between the parties; (2) the conditions of the resolution may be enforced by either party in an action at law or equity; and (3) the terms and conditions constitute a basis upon which the developer and the County may rely in future actions necessary to implement fully the final development contemplated by the resolution.

In December 1975, about one year after this resolution was executed, the County granted a franchise to Taylor Woodrow Homes to provide waste water treatment within The Meadows for a period of twenty years. This franchise agreement does not appear to alter the contractual terms of resolution 74-238, and expressly provides that it is not a bar to the acquisition of the system by the County or any other governmental agency by lawful means.

The development of The Meadows apparently proceeded without significant legal complication for the next eighteen years. Although section 380.08, Florida Statutes (1973), would have allowed Taylor Woodrow Homes to challenge any regulation or order that it regarded as unduly restrictive, there is no indication that Taylor Woodrow Homes ever attempted to disavow its obligations concerning the waste water treatment system or that it ever filed suit to rescind or modify its agreement to dedicate the system to the County upon request. In September 1993, the Board of County Commissioners of Sarasota County adopted resolution 93-194, exercising its right to request a dedication of the system. Taylor Woodrow Homes declined to dedicate the property to the County, taking the position that the request was an unauthorized and unconstitutional taking of private property under the police powers of the state.

The County then filed this action seeking a declaration of its rights under the resolution and specific enforcement of its right to dedication under paragraph 7 of the resolution. Taylor Woodrow Homes convinced the trial court that the contract was unenforceable unless the County alleged and proved three essential predicates: (1) a legislative authorization for a mandatory dedication; (2) an enacting ordinance setting out the procedures for such a dedication; and (3) a rational nexus between the dedication required and the negative impact on the community caused by the prospective development, which impact would be relieved by the required exaction. The trial court decided that the County's amended complaint failed to allege the second and third predicates, and dismissed the amended complaint with prejudice.

We are troubled by the absence of facts in this case. We know nothing about the negotiations underlying this contract. We do not know whether the residents in this region of Sarasota County have already paid utility rates intended to compensate for this anticipated dedication to the County. The record does not disclose whether the accounting for this system used depreciation methods or other procedures to offset the expected transfer of the system to the public. The pleadings do not describe what detrimental steps, if any, were taken by the County and other governmental agencies in reliance upon the contractual agreement of Taylor Woodrow Homes. We cannot determine whether the County is exercising its option in good faith as a proper step in the creation of a public waste water system.

In legal argument, each side suggests that the other side is acting unfairly and in bad faith. There is nothing in our record to support these accusations, nor are they material to the legal question of whether the contract and this dispute warrant a declaratory judgment. Thus, in significant part, our reversal arises from the view that these difficult legal issues can be better addressed if the facts and circumstances of the last twenty years are in the record.

This case presents complex legal issues. Taylor Woodrow Homes wishes to analyze the case as a constitutional taking occurring in 1993. The County sees the matter as enforcement of a contractual concession reasonably made by Taylor Woodrow Homes without protest under 1974 law. Generally, the judiciary cannot allow any governmental agency, including Sarasota County, to take private property without due process or just compensation. It is equally true, as a general proposition, that any party to a valid contract, including Taylor Woodrow Homes, can be expected to abide by the terms of the contract, especially if it executed the agreement without protest twenty years ago and has accepted the benefits of that contract. We conclude Taylor Woodrow Homes is entitled to the benefit of current constitutional case law, but it must establish that the factual circumstances in 1974 rendered its agreement invalid at that time. Although we do not regard these issues as barred by any statute of limitations, the County has the right to raise issues in the nature of waiver and estoppel under these circumstances.

From the perspective of pleading a cause of action, the dispositive issue on appeal is whether the County's...