De Vaux v. Westwood Baptist Church

• Decision Date: 04 April 2007
• Docket Number: No. 1D06-2666.,1D06-2666.
• Citation: 953 So.2d 677
• Parties: David DE VAUX, Appellant, v. WESTWOOD BAPTIST CHURCH, Appellee.
• Court: Florida District Court of Appeals

953 So.2d 677

David DE VAUX, Appellant, v. WESTWOOD BAPTIST CHURCH, Appellee.

No. 1D06-2666.

District Court of Appeal of Florida, First District.

April 4, 2007.

Richard S. Johnson, Destin, for Appellant.

Jennifer Hanson Copus, Dowd Law Firm, Destin, for Appellee.

VAN NORTWICK, J.

David de Vaux appeals a final judgment dismissing with prejudice his complaint seeking specific performance of an alleged "real estate purchase agreement" with Westwood Baptist Church (Westwood), appellee. We agree with the trial court that the writings comprising the alleged agreement fail to include essential terms of an enforceable contract for the purchase of real property. Thus, we agree that the complaint fails to state a cause of action for specific performance, and we affirm. Further, because the arguments raised by de Vaux on appeal are completely unsupported by the application of the law, we find this appeal frivolous and grant Westwood's motion for appellate attorney's fees pursuant to section 57.105, Florida Statutes (2005).

De Vaux's complaint for specific performance alleges, in pertinent part, as follows:

5. Defendant is interfering with the Plaintiff's equitable right to possession of the real property.

6. On or about May 29, 2005, Plaintiff and Defendant entered into a Real Estate Purchase Agreement, (the "Agreement") for the purchase of property located in Okaloosa County described as: Oakland ADD LOTS 1, 2, 9 & 10 EXC. N60 FT. LOT 10 BLK. 2, Okaloosa County, Florida. A copy of the contract is attached hereto and referenced as Exhibit "A" as if incorporated herein.

7. The purchase price of the property set forth in the agreement was $535,000.00.

* * *

9. Plaintiff has performed all conditions precedent to the "Agreement" or they have occurred.

10. Notwithstanding this, Defendant has failed and refused to perform Defendant's part of the "Agreement."

11. Plaintiff does not have an adequate remedy at law.

12. Plaintiff is in possession of the real property by way of equity.

Exhibit A incorporated into the complaint consists of two one-page documents. The first document is a letter dated May 19, 2005, from de Vaux to Westwood offering to purchase a parcel of real property. In material part, the letter states:

I am proposing an offer to buy from Westwood Baptist Church of 401 NW Hollywood Blvd. 60,000 sq. feet of property. The property would consist of 200 ft. located on Hollywood Blvd. by 300 ft. deep. I am offering $535,000.00 for the property subject to the following terms.

1. Buyer will pay for all closing costs including loan costs, City of FWB Administration fees, Water and Sewer fees, Impact fees and Comprehensive Plan review fees.

2. After signing a contract of good faith buyer will have 45 days to do a feasibility study on the property. The property would be subject to the zoning being R-2 and be consistent with the Comprehensive Plan of Fort Walton Beach. The property must be approved to hold 24 units.

3. The above-mentioned property is presently not in compliance with the Comprehensive Plan. Westwood Baptist Church and buyer would work together in full cooperation to change the Comprehensive Plan concerning the above land. Buyer will do necessary paperwork involved in changing Comprehensive Plan.

4. We would close on the property 30 days after the city of Fort Walton Beach approves a development order.

5. Westwood Baptist Church would finance the property at 1/2 percent under prime at the time of closing. Buyer would pay interest payments quarterly. This contract will take precedent until a more detailed legal contract can be drawn up stating terms, conditions, dates and financing.

The second document that makes up Exhibit A is the handwritten minutes of a special church business meeting of Westwood held on May 29, 2005. These minutes provide:

Tuesday, May 29, 2005

A special church business meeting was called. With all known members being notified by mail.

Pastor Art Johnson called the meeting to order at the close of the morning service. (11:50 a.m.).

After making it clear to the body, the purpose of the meeting, a motion was called for, by the moderator.

A motion was made to sell the churches' vacant lot, 200' x 300' on Hollywood Blvd., to Mr. David de Vaux, accepting his off [sic] (attached), with the Trustees of the church being authorized to work out all the details.

Motion seconded and carried.

Art Johnson, Moderator

Shirley Johnson, Clerk

The complaint contains no allegations that a trustee or agent of Westwood ever communicated to de Vaux the church's acceptance of his offer or the terms of the "details" to be worked out between the parties.

Westwood moved to dismiss on the ground that de Vaux's complaint failed to state a cause of action because, among other things,

A meeting of the minds of the parties in all essential elements is a prerequisite to an existence of an enforceable contract, and where it appears, as in the present case that parties are continuing to negotiate as to the essential terms of an agreement, there can be no meeting of the minds.

The record does not reflect whether de Vaux sought leave to amend his complaint. The trial court summarily dismissed the complaint with prejudice.

De Vaux appeals this judgment arguing that the letter and minutes, read together, set forth all essential terms of an agreement, and, thus, the complaint does properly state a cause of action for breach of contract and specific performance. He claims that he made a valid offer and that his offer was accepted unconditionally by the church. Westwood argues in response that the documents comprising Exhibit A do not show a meeting of the minds as to the essential terms of an enforceable agreement for the purchase of real property, that Westwood's minutes show that issues remained to be negotiated and that the complaint does not allege that an acceptance of the offer was communicated to de Vaux. Thus, Westwood asserts, the complaint seeking specific performance was properly dismissed. Westwood also seeks an award of attorney's fees pursuant to section 57.105.

The sufficiency of a complaint in a civil action is a question of law, Rittman v. Allstate Insurance Co., 727 So.2d 391 (Fla. 1st DCA 1999); McKinney-Green, Inc. v. Davis, 606 So.2d 393 (Fla. 1st DCA 1992), and our standard of review is de novo. Steuart Petroleum Co. v. Certain Underwriters at Lloyd's London, 696 So.2d 376 (Fla. 1st DCA 1997). Our review here is limited to the allegations within the four corners of the complaint and the attachments incorporated into the complaint. Rudloe v. Karl, 899 So.2d 1161, 1164 (Fla. 1st DCA 2005). Further, we are obligated to accept the allegations as true and consider them in a light most favorable to the non-moving party. Magnum Capital, LLC v. Carter & Assocs., LLC, 905 So.2d 220 (Fla. 1st DCA 2005); Bell v. Indian River Mem'l Hosp., 778 So.2d 1030 (Fla. 4th DCA 2001). Thus, we review the sufficiency of the complaint on the assumption that the facts are as the plaintiff below alleged. Rudloe, 899 So.2d at 1164.

To have an enforceable contract for the purchase of real property, the statute of frauds¹ requires the contract to satisfy two threshold conditions. First, the contract must be embodied in one or more written documents or memoranda signed by the party against whom enforcement is sought.² Second, the writings must include all of the essential terms of the purchase and sale, and those terms may not be provided by resort to parol evidence. Socarras v. Claughton Hotels, Inc., 374 So.2d 1057, 1059 (Fla. 3d DCA 1979). The issue presented in this case is whether the alleged agreement contains the essential terms of a contract for the purchase and sale of real property. "[A] meeting of the minds of the parties on all essential elements is a prerequisite to the existence of an enforceable contract, and where it appears that the parties are continuing to negotiate as to essential terms of an agreement, there can be no meeting of the minds." Central Props., Inc. v. Robbinson, 450 So.2d 277, 280 (Fla. 1st DCA 1984), modified on other grounds, 468 So.2d 986 (Fla.1985); accord Irby v. Mem'l Healthcare Group, Inc., 901 So.2d 305, 306 (Fla. 1st DCA 2005); Allen v. Berry, 765 So.2d 121 (Fla. 5th DCA 2000); Drost v. Hill, 639 So.2d 105 (Fla. 3d DCA 1994); 777 Flagler Co. v. Amerifirst Bank, 559 So.2d 1210 (Fla. 4th DCA 1990); Balter v. Pan Am. Bank of Hialeah, 383 So.2d 256 (Fla. 3d DCA 1980); Brown v. Dobry, 311 So.2d 159 (Fla. 2d DCA 1975). "In order for a contract to be subject to specific performance, it must appear from the writing constituting the contract that the obligations of the parties with respect to [the] conditions of the contract and actions to be taken by the parties are clear, definite and certain." Brown v. Dobry, 311 So.2d at 160; accord Drost v. Hill, 639 So.2d at 106; Lasseter v. Dauer, 211 So.2d 584, 585 (Fla. 3d DCA 1968); see also Bay Club, Inc. v. Brickell Bay Club, Inc., 293 So.2d 137, 139 (Fla. 3d DCA 1974). Further, the acceptance of the offer must be communicated to the offeror. Kendel v. Pontious, 261 So.2d 167, 169-70 (Fla. 1972)("An acceptance, . . . which only remains in the breast of the acceptor without being communicated to the offeror, is no binding acceptance."). We agree with the trial court that the purported agreement here fails to include essential elements of a contract for the purchase and sale of real property.

As a general rule, "[t]here is no definitive list of essential terms that must be present and certain to satisfy the statute of frauds [and] the essential terms will vary widely according to the nature and complexity of each transaction and will be evaluated on a case-by-case basis. . . ." Socarras v. Claughton Hotels, Inc., 374 So.2d at 1060; see also Giovo v. McDonald, 791 So.2d 38, 40 (Fla. 2d DCA 2001)("Certainly, what is an `essential term' of a contract differs according to the circumstances."). We find it obvious that the...