Straub Capital Corp. v. L. Frank Chopin, No. 97-0353
| Decision Date | 01 October 1998 |
| Docket Number | No. 97-1578., No. 97-0353 |
| Parties | STRAUB CAPITAL CORPORATION, as General Partner of Palm Beach Park Centre, Ltd., George E. Straub and Glenn E. Straub, Appellants, v. L. FRANK CHOPIN, P.A., Jacqueline S. Miller, P.A., and Joel H. Yudenfreund, P.A., as General Partners of Chopin, Miller & Yudenfreund, Appellees. |
| Court | Florida District Court of Appeals |
Jane Kreusler-Walsh of Jane Kreusler-Walsh, P.A., West Palm Beach, for Appellants.
Robert M. Montgomery, Jr., of Montgomery & Larmoyeux, and Russell S. Bohn of Caruso, Burlington, Bohn & Compiani, P.A., West Palm Beach, for Appellees.
In these consolidated appeals, the landlord, Straub Capital Corp. (SCC), appeals a final judgment awarding the law firms/tenants lost profits in the amount of $158,619.00 on the tenants' claim of negligent misrepresentation, the only claim at issue in this appeal. SCC also appeals the post-judgment award of attorney's fees in the amount of $36,275, which the tenants cross-appeal. We reverse both awards.
This lease dispute case proceeded to trial on the tenants' five count complaint which alleged causes of action for, among others, fraud in the inducement and negligent misrepresentation. The tenants included L. Frank Chopin, P.A., Jacqueline S. Miller, P.A., and Joel H. Yudenfreund, P.A., all former attorneys with Cadwalader, Wickersham, & Taft who left that firm around the time it closed its Palm Beach office and joined together in a new professional association: Chopin, Miller & Yudenfreund. Wishing to remain in the building previously housing Cadwalader, the new firm executed a nearly fifty page lease with SCC in November of 1994.
The circumstances leading up to this dispute involved several tenants in SCC's building (Palm Beach Park Centre) who were scheduled to either vacate or exchange certain offices in the building at 1994s year end. Cadwalader would be vacating its space on the third floor, Paine Webber would be moving from its space on the second floor up to the Cadwalader space on the third floor, and Chopin, Miller, and Yudenfreund would be moving into PaineWebber's previous space on the second floor. As the circumstances evolved, PaineWebber's space was not available for Chopin, Miller, and Yudenfreund until sometime at the end of January or beginning of February of 1995. Renovations to the new Chopin, Miller, and Yudenfreund office continued in "phases" until April of 1995. Shortly after the firm moved into its space in February, these tenants filed their complaint against the landlord.
Chopin testified the parties negotiated their lease "word by word, line by line the entire lease." He testified under no circumstances would he have entered into the lease agreement without the promise by George Straub on the part of SCC that the tenants' office would be ready by January of 1995. The lease itself, however, contains a miscellaneous provision that all negotiations were incorporated into the agreement and there were no covenants or representations other than those specifically contained in the lease. The lease does not contain an express occupancy date, however it does contain an express provision that "time is of the essence of this agreement...."
The trial court found SCC liable for negligent misrepresentation based on SCC's assurance the leased premises would be available as a finished project by January 1, 1995. It rejected as incredible the landlord's contention that all parties were aware the project would be completed in "phases." It found the landlord negligently promised more than it could perform to the detriment of the tenants, further finding that due to the business interruption from January to April of 1995, the tenants sustained a loss of profits in the amount of $158,619.00. The trial court denied the tenants' claim for fraud in the inducement, finding the landlord did not intend at the outset to fail to complete the leased premises by January 1, 1995. The court later awarded attorney's fees based on a prevailing party clause in the parties' lease.
We hold the economic loss rule bars the tenants' claim for negligent misrepresentation because, absent a tort independent of breach of contract, the remedy for economic loss lies in contract law. HTP, Ltd. v. Lineas Aereas Costarricenses, S.A., 685 So.2d 1238, 1239 (Fla.1996) (). HTP recognized the economic loss rule has not eliminated causes of...
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