Watergate Corp. v. Reagan

• Decision Date: 26 September 1975
• Docket Number: Nos. 74--181,74--183,s. 74--181
• Citation: 321 So.2d 133
• Parties: The WATERGATE CORPORATION, Appellant, v. Alma Lyons REAGAN et al., Appellees.
• Court: Florida District Court of Appeals

Page 133

321 So.2d 133

The WATERGATE CORPORATION, Appellant, v. Alma Lyons REAGAN et al., Appellees.

Nos. 74--181, 74--183.

District Court of Appeal of Florida, Fourth District.

Sept. 26, 1975.

Rehearing Denied Nov. 18, 1975.

George H. Bailey of Jones, Paine & Foster, West Palm Beach, for appellant.

Delbridge L. Gibbs, Francis P. Conroy and Christopher W. Gardner of Marks, Gray, Conroy & Gibbs, Jacksonville, for appellees.

OWEN, Chief Judge.

Count I of appellant's second amended complaint, seeking declaratory judgment and other relief, was dismissed with prejudice. We conclude that this was error.

In substance, Count I of appellant's second amended complaint alleged the following: Appellant's predecessor in interest had purchased certain real property from appellee Reagan under a writtten agreement which granted to the buyer a 'right of first refusal' with respect to any property owned by Reagan contiguous to the parcel purchased; that by process of merger plaintiff acquired the parcel of real property purchased from Reagan together with the 'right of first refusal' as to the contiguous real property; that at a subsequent date appellee Reagan, desiring to acquire certain lands in Alabama and Mississippi, entered into a plan with the other appellees the net effect of which would result in (1) appellee Reagan exchanging, 1,912.81 acres of land contiguous to appellant's property for 20,595 acres of land located in Alabama and Mississippi, and (2) appellee Oriole Homes Corporation acquiring title to the 1,912.81 acres in Palm Beach County contiguous to appellant's property subject to a mortgage held by appellee Chase Manhattan Mortgage and Realty Trust; that when the said plan was developed each of the appellees, with knowledge of the right of first refusal provision of the written agreement, agreed that the owner of said right of first refusal would not be informed of the Full details of the planned transaction; that pursuant to such plan Reagan purported to invoke the right of first refusal provisions of the written agreement by means of an undated letter addressed to one of the principals of appellant in which it was stated that Reagan had received a written offer to enter into a contract for an exchange of property whereby approximately 1,930 acres of contiguous property would be exchanged for approximately 20,595 acres of land in Alabama and Mississippi; that such purported attempt by Reagan to invoke the right of first refusal provisions of the contract was void and ineffective because it did not provide appellant with the right to purchase the contiguous property at a price, nor did it adequately disclose the existence of the planned transaction or the crucial terms thereof so as to permit appellant to effectively exercise the right; that appellant sought to ascertain the details of the offer and to exercise the right and was at all times material ready, willing and able to exercise such right, but that thereafter and without regard to appellant's right of first refusal the appellees did consummate the planned transaction; that appellant is in doubt as to its rights under the written agreement which appellee Reagan claims are either unenforceable or in any event were not timely and properly exercised; and that, as a result thereof, there is a bona fide, actual, present need for a judicial declaration of such rights and the enforcement thereof.

Upon the defendants' motion the court entered its order dismissing with prejudice this count of the second amended complaint because (1) the right of first refusal imposed an unlimited restraint upon the free alienation of land and violated the rule against perpetuities, and (2) the complaint failed to allege that plaintiff strictly complied with the offer to exchange property or to allege that plaintiff unqualifiedly agreed to accept the offer within the time specified on the same terms and conditions offered by the third party.

In our opinion these allegations set forth a justiciable controversy upon which plaintiff/appellant has shown a bona fide need for a judicial declaration of its rights under the first refusal clause of the written agreement. The test of the sufficiency of the complaint is not whether the complaint shows that the plaintiff will succeed in getting a declaration of rights in accordance with his theory and contention, but whether he is entitled to a declaration of rights at all. Rosenhouse v. 1950 Spring Term Grand Jury, Fla.1952, 56 So.2d 445; Broward County v. Lerer, Fla.App.1967, 203 So.2d 672; Hankins v. Title and Trust Company of Florida, Fla.App.1964, 169 So.2d 526. On this basis alone we could quite properly conclude that it was error to dismiss this count of the second amended complaint. However, because the court based its ruling on certain specified grounds, each of which has been properly raised as a point on this appeal, we address ourselves to those points as well.

UNLAWFUL RESTRAINT ON ALIENATION

The agreement, which merely granted a right of first refusal, did not impose an unlawful restraint upon the free alienation of the property. This is in accord with the view of substantially all...