777 FLAGLER CO., APPELLANT/CROSS APPELLEE,
v.
AMERIFIRST BANK, F/K/A AMERIFIRST FEDERAL SAVINGS AND LOAN ASSOCIATION, A FEDERAL SAVINGS BANK, APPELLEE/CROSS APPELLANT
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The court affirmed summary judgment for the bank, holding that no enforceable contract was formed because the parties failed to agree on required exhibits by the specified deadline.
A contract is not enforceable when the parties fail to agree on exhibits that the contract itself conditions as material to its validity.
[1] A contract conditioning its validity on the parties' agreement regarding exhibits by a specified deadline is not enforceable when the parties fail to reach such agreement…
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Join FLexlaw to unlock all legal intelligence777 Flagler Co. and Amerifirst Bank disputed whether a binding contract existed between them. The contract contained paragraph 16.27, which stated the…
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POLEN, Judge.
We have carefully reviewed the trial court’s extensive order and findings of fact in addition to the parties’ motions, memoranda of law, briefs and oral arguments. We conclude that there are no genuine issues of material fact which would preclude the trial court’s entry of summary judgment. Moore v. Morris, 475 So. 2d 666 (Fla.1985); Stewart v. Boho, Inc., 493 So. 2d 95 (Fla. 4th DCA 1986).
We find the language of paragraph 16.27 to be clear and unambigious. The language clearly stated that the contract is not complete in material respects and would become complete, valid and enforceable only if the parties, prior to a specified deadline, are able to reach agreement as to form and substance of the exhibits. The undisputed failure of the parties to agree on the exhibits precludes the existence of any legally enforceable contract. Even when all other provisions of the document are taken in pari materia with paragraph 16.27, we reach the same conclusion. Thus, the trial court did not err in its interpretation and conclusion that a contract had not been formed. Zepfler v. Neandross, 497 So. 2d 901 (Fla. 4th DCA 1986). Accordingly, we affirm the trial court’s order granting summary judgment and all points raised on appeal.
STONE and WARNER, JJ., concur.
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de Vaux v. Westwood Baptist Church, 953 So. 2d 677 (Fla. 1st DCA 2007)…8 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 constitutin…
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Drost v. Hill, 639 So. 2d 105 (Fla. 3d DCA 1994)…ial terms of an agreement, there can be no meeting of the minds.” Central Properties, Inc. v. Robbinson, 450 So. 2d 277, 280 (Fla. 1st DCA 1984), quashed in part on other grounds, 468 So. 2d 986 (Fla.1985); accord 777 Flagler Co. v. AmeriFirst Bank, 559 So. 2d 1210, 1211 (Fla. 4th DCA), review denied, 574 So. 2d 143 (Fla.1990); Balter v. Pan American Bank, 383 So. 2d 256, 257 (Fla. 3d DCA 1980); Brown v. Dobry, 311 So. 2d 159, 160 (Fla. 2d DCA 1975). See generally 44 Fla.Jur.2d Real Property Sales & Exchanges…
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Bragg v. Chevrolet, 374 F.3d 1060 (11th Cir. 2004)…d completion of sales transaction.” Under Florida law, parties can condition formation of a contract on the occurrence of an event. See, e.g., Huskamp Motor Co. v. Hebden, 104 So. 2d 96, 98 (Fla.App. 3 Dist.1958); 777 Flagler Co. v. Amerifirst Bank, 559 So. 2d 1210, 1211 (Fla.App. 4 Dist.1990). There was no condition precedent set forth in the RISCs themselves. The district court held that under Florida contract law, however, the condition of financing approval contained in the Purchase Contracts and Bailment…
Authorities Cited
- Moore v. Morris, 475 So. 2d 666 (Fla. 1985)
- Stewart v. Boho, Inc., 493 So. 2d 95 (Fla. 4th DCA 1986)
- Zepfler v. Neandross, 497 So. 2d 901 (Fla. 4th DCA 1986)