BLUEGREEN VACATIONS UNLIMITED, INC., APPELLANT,
v.
JOSEPH M. SCHEYD, JR., P.A., HUBERT A. LAIRD; AND MSB OF DESTIN, INC., APPELLEES
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Bluegreen appealed a judgment finding it breached a land purchase contract by terminating without proper cause. The appellate court reversed, concluding the trial court may have misinterpreted the contract's requirements regarding governmental approval and remanded for reconsideration under the correct legal standard.
The contract did not impose a requirement that Bluegreen obtain a final City Council decision. Rather, the contract required Bluegreen to exercise good faith and due diligence in seeking governmental approvals with requirements acceptable to Bluegreen, acting reasonably. The trial court must consider the entire application process, not just the endpoint, to determine whether Bluegreen met its obligations.
[1] A contract requiring a party to seek governmental approval for a development project does not necessarily obligate that party to obtain a final decision from the highest…
[2] A party's obligation to exercise good faith and due diligence in seeking governmental approvals under a contract requires consideration of the entire application process,…
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Join FLexlaw to unlock all legal intelligence“The contract required Bluegreen to exercise good faith and due diligence in seeking governmental approvals with requirements that were acceptable to Bluegreen, acting reasonably.”
Establishes the proper legal standard for interpreting the contract's governmental approval provision, rejecting the trial court's apparent requirement of obtaining a final City Council decision.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceBluegreen entered into a contract to purchase land and was obligated to seek governmental approvals for its anticipated development. Bluegreen termina…
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Bluegreen Vacations Unlimited, Inc., (“Bluegreen”) appeals from a final judgment ruling that it, as the purchaser, breached a contract for the purchase of land by terminating the contract without a proper basis for doing so. Some of the trial court’s oral pronouncements suggest that it concluded, as a matter of law, that Bluegreen was required to obtain a decision from the City Council on its application for a development order in order to fulfill its obligation under the contract to seek governmental approval of its anticipated development and preserve its right to terminate the contract if the governmental approval was denied. We do not interpret the contract as imposing such a requirement. The contract required Blue-green to exercise good faith and due diligence in seeking governmental approvals with requirements that were acceptable to Bluegreen, acting reasonably. To determine, factually, whether Bluegreen did so, the trial court was required to- consider the entire application process. While we recognize that there may be sufficient evidence in the record to support a finding that Bluegreen failed to meet its obligations under the contract, we are not certain whether the trial court’s ruling was based on a consideration of the entire application process or whether it stemmed from undue emphasis on the endpoint of the process without regard to other factors. Because it is unclear whether the trial court’s ultimate finding of breach was colored by a misinterpretation of the contract, we cannot affirm based on the evidence that would support that finding under a proper construction. See Featured Properties, LLC v. BLKY, LLC, 65 So.3d 135, 138 (Fla. 1st DCA 2011) (noting this Court’s lack of authority to make factual findings in the first instance). As a result, we reverse and remand for clarification and further proceedings. Cf. WSOS-FM, Inc. v. Hadden, 951 So.2d 61, 64 (Fla. 5th DCA 2007). If the trial court’s first ruling was based on a misinterpretation of the contract, as construed in this opinion, the court may reconsider the result.
REVERSED and REMANDED.
WOLF, RAY, and MAKAR, JJ., concur.
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- Featured Props., LLC v. Blky, LLC, 65 So. 3d 135 (Fla. 1st DCA 2011)
- Wsos-Fm, Inc. v. Doyle Hadden, 951 So. 2d 61 (Fla. 5th DCA 2007)