Ungaro v. West Palm Beach Biltmore Apartments

• Court: United States State Supreme Court of Florida
• Citation: 61 So.2d 642
• Parties: UNGARO v. WEST PALM BEACH BILTMORE APARTMENTS, Inc. et al.
• Decision Date: 22 August 1952

Page 642

61 So.2d 642

UNGARO v. WEST PALM BEACH BILTMORE APARTMENTS, Inc. et al.

Supreme Court of Florida, Special Division B.

Aug. 22, 1952.

Rehearing Denied Oct. 24, 1952.

Marion Brooks, Miami, for appellant.

Baker & Newett, West Palm Beach, for appellees.

GORDON, Associate Justice.

This is an appeal from a final decree entered by the Chancellor in the Court below. Two separate cases were filed but were consolidated and one order entered.

It appears that the parties hereto entered into a contract whereby a corporation was to be formed. According to the provisions of said contract two of the defendants were to convey property to the corporation for which they were to receive certain shares of stock in the said corporation.

The defendant Altiere was to construct, erect and manage the two apartment houses to be built on the property. He was to receive nothing for his work as manager or builder until the plaintiff Ungaro was fully paid all sums due him.

The plaintiff Ungaro, an architect, was to draw plans and prepare specifications for the project, secure a loan from F. H. A. under Title 608, as sponsor, and make certain advancements or loans as working capital if and when needed for the completion of the project.

He was to receive a commission for securing the loan from F. H. A., and was to be paid said commission upon completion of the project 'or as soon thereafter as the net revenue from said project will permit.' The contract is therefore indefinite as to time of payment of this amount.

The plaintiff Ungaro was also to be paid his architectural fees and repaid the money loaned or advanced as working capital to the corporation. The principal question before the Chancellor was when this money became due and payable to the plaintiff Ungaro.

Plaintiff Ungaro was to be issued 51 shares of the stock of the corporation to secure the payment of all monies that might be due him for advancements, loans and fees.

A corporation was duly chartered under the name of West Palm Beach Biltmore Apartments, Inc. Stehli and Robinson conveyed the property described in the contract between the parties to the corporation and were issued 49 shares of common stock in the corporation.

Altiere supervised the erection and construction of the project and was managing same at the time these causes commenced.

Ungaro obtained the loan from F. H. A. and, according to the Court's findings, became entitled to a fee of $9,534.

The Court further found that Ungaro had advanced or loaned the corporation, under the terms of the contract, as working capital, the sum of $28,005.57.

It was further the Court's findings that Ungaro was entitled to the sum of $3,725, at the time of the order, for his services as architect on the project.

There seems to be no serious contention about these amounts being correct as the appellant does not raise any question about it and the appellees have submitted no argument in their briefs on the question, although they did raise the issue on their cross assignments of error, so we consider the same as having been abandoned.

The appellant contended and now contends that the time for the repayment of the loans or advances and the architect's fee was silent in the contract and therefore was due immediately.

The appellees contended that the contract, if taken as a whole, would disclose that the loans and architectural fees were to be paid the same as sponsor fees 'upon completion of the said project, or as soon thereafter as the net revenue from said project shall permit.'

The only other contentions between the parties were the amount of interest due, if any, or when interest should begin to run and whether Altiere should remain as manager.

The Chancellor apparently believed...