Socarras v. Claughton Hotels, Inc., 78-999

• Decision Date: 14 August 1979
• Docket Number: No. 78-999,78-999
• Citation: 374 So.2d 1057
• Parties: Guillermo J. SOCARRAS, etc., Appellant, v. CLAUGHTON HOTELS, INC., Appellee.
• Court: Florida District Court of Appeals

Page 1057

374 So.2d 1057

Guillermo J. SOCARRAS, etc., Appellant, v. CLAUGHTON HOTELS, INC., Appellee.

No. 78-999.

District Court of Appeal of Florida, Third District.

Aug. 14, 1979.

Rehearing Denied Sept. 24, 1979.

Taylor, Brion, Buker & Greene and Henry H. Taylor, Jr., Miami, for appellant.

Mershon, Sawyer, Johnston, Dunwody & Cole and A. J. O'Donnell, Jr., Miami, for appellee.

Before HUBBART and KEHOE, JJ., and EZELL, BOYCE F., Jr. (Ret.), Associate Judge.

EZELL, Associate Judge.

The issue presented to us for review is whether certain documents purporting to create a contract for the sale of real property were sufficient to satisfy the requirements of the statute of frauds. We hold that the documents in question were not sufficient to satisfy that statute. Accordingly, we affirm.

This action arose after a complex, multi-million dollar real estate transaction went awry. The appellant, acting in the capacity of a trustee for unnamed investors, initiated this suit seeking specific performance of an alleged agreement that purportedly obligated the appellee corporation to convey its interest in several acres of real property. After extensive discovery, the appellee moved for summary judgment on the grounds: (a) that the alleged contract was unenforceable under the statute of frauds, ¹ and (b) that there was no enforceable agreement since the purported contract was too indefinite in its terms.

The trial court granted the motion for summary judgment and by separate order entered summary final judgment for the appellee. It ruled that the written documents constituting the alleged contract did not satisfy the statute of frauds. Further, that the parties never entered into an enforceable contract since there was no unequivocal acceptance by the appellant of the appellee's purported offer.

The material facts are not in dispute. Appellant Socarras contacted Edward N. Claughton, the president and controlling shareholder of appellee, Claughton Hotels, Inc., seeking to purchase the Silver Sands Motel situated on oceanfront acreage in Key Biscayne, Florida. Socarras intended to develop the property into a multi-unit condominium apartment building with the assistance of capital to be provided by potential investors. He proposed to purchase the motel and its 4.3 acres of oceanfront footage for the sum of three million dollars. Claughton responded that he might be interested in selling if the purchase price were right and that he was willing to discuss the proposal further.

The next day Socarras delivered to Claughton a RAMCO deposit receipt form appropriately completed and signed by Socarras. This completed form comprised the basic terms of his proposal to buy the motel at a purchase price of $3,000,000. Attached to this form, and incorporated by reference thereto, was an addendum containing several additional conditions to the sale and particularly providing further details regarding the proposed financing arrangements. The RAMCO form and its attachment were left with Claughton for his perusal and consideration.

A short time later the parties again met to discuss the contemplated sale. Claughton returned the RAMCO form on which he had made a number of handwritten notations materially varying the original offer submitted by Socarras. Included among the changes was a higher purchase price of $3,300,000. Negotiations continued in the hopes that a formal agreement could be reached and reduced to writing. At the conclusion of the negotiations, Claughton mentioned that before he would sign any contract he must first investigate the possible tax consequences of the sale.

At their next meeting, Socarras handed Claughton a retyped version of the RAMCO form containing essentially his original offer, including the $3,000,000 purchase price. After consulting with his tax advisor, Claughton again informed Socarras that he would not sign any contract until it could be thoroughly reviewed regarding its possible tax consequences. When Socarras responded that he needed something to show his financial backers that an agreement was imminent, Claughton obliged by drafting a handwritten note which read as follows:

"Mr. Bill Socarras,

Dear Bill,

I would like to sell the Silver Sands Oceanfront Motel with an area of approximately 4.3 acres on Key Biscayne under the following terms and conditions:

Price $3,000,000.00

Terms: $ 150,000 at closing about 90 days after contract with a $50,000.00 deposit with your attorneys; of which shall be a part of the sum at closing $ 720,000.00 payable on or about August 1, 1978; and

the balance in a purchase money mortgage payable over three years at 81/2% interest while 1st mtg. status and 10% interest while subordinated; payable in full or in part at any time after the first year without penalty; and may be subordinated to an institutional first mortgage

Sale includes personal property owned by the seller except for certain personal items such as paintings, wall coverings, boats and the like, except for the 2 duplexes.

This is an exclusive offer to sell net at this price for a period of time not to exceed Aug. 15, 1977.

Many thanks for your understanding.

Sincerely,

Claughton Hotels, Inc.

by: E. N. Claughton, Jr.

attest: Suzanne C. Matthews"

Claughton signed and delivered the handwritten note to Socarras and returned the retyped RAMCO form unsigned.

Three weeks later, after further extensive negotiations, the transaction fell through when Claughton learned that the sale would have very adverse tax consequences to his corporation. Although Socarras was given another opportunity to work out acceptable terms, when he returned with another...