Most defenses to a breach of contract claim are referred to as "affirmative defenses." As a legal matter, this means that the party raising the defense (the person sued for breach of contract) has the burden of proving the defense, if the dispute goes to trial. We strongly prefer to not close on the contract. Phone: (954) 361-4720 This is why I call him the Miracle Maker. ", "Brendan is a diligent attorney who will fight for your rights. Under Florida law, forcing that buyer to perform can only be done by a court if there is no other adequate remedy at law. If the judge tries to order specific performance and the buyer can establish that other remedies were available (i.e. Fla 2011) (moving party will face a particularly heavy burden of persuasion). It also covers procedural and equitable defenses specific to breach of contract. Eleventh Circuit:Ho v. City of Boynton Beach, 2023 WL 2293517 *2 (11th Cir. Middle District:Oppenheimer & Co. v. Majani, 2023 WL 2403884, *2 (M.D. In The Allegro at Boynton Beach, the plaintiff had a right of first refusal over real property owned by the property owner. For reference, there are certain subjects where specific performance comes up more often, including real estate and the exchange of other unique property. The Allegro at Boynton Beach, L.L.C. You should consult a licensed professional attorney for individual advice regarding your own situation. The trial court ruled in favor of the seller holding that the buyer failed to prove it was ready, willing, and able to perform (close) under the contract because there was no evidence that the buyer had sufficient funds to close. 0.0. 2 Defenses to Claim for Temporary Injunction (1) Fla. R. Civ. Provided the 'relevant business risk was not foreseeable at the inception of the agreement and could not have been the subject of an express contractual agreement,' a defendant may assert the defense of impossibility of performance in a breach of contract action." Id Arbitrability of a Dispute Does a Judge or Arbitrator Decide? E.g., Cardinal Inv. ), Equitable Relief: One seeking Equity MUST do Equity, Exculpatory Clauses will be Strictly Construed to Determine Enforceability, Do Yourself a Favor: Get a Court Reporter at that Impactful Hearing, Real Estate Brokers are NOT Immune from Liability, Res Judicata and 4 Requirements that Must be Demonstrated, Writ of Prohibition to Prevent Trial Court from Exceeding Jurisdiction, Directed Verdict Granted where No View of Evidence Could Support Jury Verdict, Petition for Writ of Mandamus Directing Trial Court to Take Action, Considerations: Independent Tort Doctrine and Claim Known as Equitable Accounting, Waiver is a Voluntary Relinquishment of a Known Right that Must be Proven with a Clear Showing, Dismissal Without Prejudice does NOT Trigger Attorneys Fees under Proposal for Settlements, Bert Harris Act and Competing Motions for Summary Judgment, Plaintiff MUST Confer Direct Benefit on Defendant to Prove Unjust Enrichment, You Cannot Intentionally Render Moot a Plaintiffs Lawsuit, Apparent Authority of Agent to Bind Principal, Serving the Civil Remedy Notice (CRN) to Perfect a First-Party Bad Faith Insurance Claim, Breach of Express Contract is Exception to Sovereign Immunity, Moving for and Challenging a Protective Order under the Apex Doctrine, Purchase-and-Sale Contract: Your Right to Modify Them, Premise Liability and Duty Owed to Business Invitees, Recovering Attorneys Fees in Litigating the Amount of Attorneys Fees, Business Interruption due to COVID-19 NOT Covered under Commercial Property Insurance Policy, Foreseeability and the Duty Element of a Negligence Claim, Post-Judgment Receiver Appointed to Collect on Behalf of Judgment Creditor, Reminder: Not Every Breach is a Material Breach of Contract, Adding a Non-Party Fabre Defendant to the Verdict Form, 3-Step Process for Objections to Trade Secrets, Attorneys Fees to Prevailing Party Under FDUTPA Claim are PERMISSIVE, Contractually Disclaiming a Fraud Claim (Possible, but not Easy to do), Floridas Single Publication Rule (and Defamation Claims), Reasonable Time to Accept Settlement Offer (is a Question of Fact), Contingency Fee Multiplier Must Establish the Relevant Market Factor, Business Judgment Rule Designed to Shield Directors from Personal Liability, Ambiguity in Insurance Policy Interpreted in Favor of Insured, Pure Bill of Discovery NOT for Purposes of Fishing Expedition, Partition Action does Not Result in Money Damages Against a Party, Consider Prevailing Party Attorneys Fees before Voluntarily Dismissing Case, Confession of Judgment does Not Start the Clock to File Motion for Attorneys Fees, Quick Note: Motion for Protective Order Reviewed Under Abuse of Discretion Standard of Review, There are NO Magic Buzz Words to Effectuate an Assignment, Presuit Appraisal Requirement under Bert J. Harris Act, Determining whether Lis Pendens Against Property is Appropriate Fair Nexus, Recovering Attorneys Fees Incurred on Partys Behalf, To Pierce Corporate Veil, there Needs to be Sufficient Findings of Improper Conduct, Timely Moving for Trial De Novo after Non-Binding Arbitration Award, Attorneys Fees do Not have to be Quantified in Proposal for Settlement, A Bad Deal does NOT Make It an Unlawful Deal, Dismissal of Complaint (Action under Floridas Public Whistleblower Act) for Failure to State Cause of Action, Duty Element of Negligence Did Defendants Conduct Foreseeably Create Broader Zone of Risk, Trier of Fact Determines Weight of the Evidence, Oops! In late October, the church learned that there would be a delay in getting the needed zoning changes: zoning hearings would drag on for another 6 months. Holdings, Inc. v. Guirguis, 318 So.3d 1274, 1277 (Fla. 2d DCA 2021);Jackman v. Cebrink-Swartz, 334 So.3d 653, 656 (Fla. 2d DCA 2021); Phelan v. Trifactor Sols., LLC, 312 So. P. 2 Defenses to Claim for Temporary Injunction (1) Fla. R. Civ. 19-62687-CIV, 2021 WL 2682561, at *3 (S.D. Closing never occurred and the buyer sued the seller for specific performance to force the seller to close on the sale of the land. 2019 - 2023 Law Office of Clifford J. Thank you Brendan for everything you did for me.". 452, 465 (Fla. 2nd DCA Dec. 2, 2022);Surgery Ctr. Specific performance is a form of remedy recognized in every state, as well as under federal law; however there are nuances in how specific performance must be asked for and proven, as well as when it will be legally awarded, which depends on specific state statutes and case law. 66 0 obj <>stream They would prefer to force payment or forbid someone from taking a specific action. Avery v. Marine Bank & Trust Co., 216 So.2d 251 (Fla. 2d DCA 1968). Co. v. Greenspun, 330 So. Id. Copyright 2023 The Florida Litigation Guide, 1997 to 2022 - Litigation Guide Publishing, LLC |, Freeman as Trustee of Fiddlesticks Land Trust U/A/D September 25, 1984 v. Berrin, 352 So. E.g., Florida High School Activities Assn v. Mander, 932 So.2d 314, 316 (Fla. 2d DCA 2006) (citing cases); see also Forrest v. Citi Residential Lending, Inc., 73 So.3d 269, 279 (Fla. 2d DCA 2011). Breach Implied Covenant of Good Faith & Fair Dealing, Breach: 10. Blockchain Technologies and Digital Currencies, Intellectual Property Licensing and Assignments, Privacy Policies and Terms and Conditions, Intellectual Property Rights Clearance for Film and Television Productions, Talent Agency and Artist Management Contracts, Student-Athlete Name, Image & Likeness Rules, Non-Compete and Non-Solicitation Agreements in Employment Law, Sexual Orientation and Gender Identity Discrimination. It is important to keep in mind that specific performance is discretionary with the courts. Specific performance requires the breaching party to fulfill their obligations as laid out in the contract, such as delivering a good/item or rendering the agreed upon payment. Miller v. Rolfe, 97 So.2d 132 (Fla. 1stDCA 1957). He is very nice and even mannered when you deal with him, however, when we went to court he was vicious and completely embarrassed the other side. Instead, they may try to negotiate damages to get out of the contract theyve signed and move forward. Specific performance is a type of equitable remedy available in a breach of contract action. San Francisco, CA 94133, 20032023 ROMANO LAW PLLC As mentioned above, the remedy of specific performance is also available to a buyer against a seller who has breached. When it comes to contract disputes, the most common remedy involves financial restitution. Suite 1700 Bd., No. However, there is also something called specific performance which is an equitable remedy in some breach of contract matters. But certain units . Getting someone to review all of the paperwork isnt as costly as most of us think it is. For sellers, suing for specific performance can mean tying up the buyers funds which can be pressure on a business to rethink its earlier position. It is important to consult anattorneybefore entering into any agreements and prior to bringing a lawsuit in order to protect your rights and seek appropriate recovery for your losses. A breach of contract can give rise to different remedies depending on the circumstances. Subscribe to The Florida Litigation Guide To Access Everything! The unclean hands doctrine is an equitable defense to a breach of contract claim. One other thing: if theres another remedy that will be sufficient for that seller, then the judge may not grant specific performance. Then she hopes the Seller doesnt sue for Specific Performance. 0 Courts of law could issue monetary awards while courts of equity had greater flexibility, like the ability to order someone to complete a specific action or forbid them from doing something. List of Possible Affirmative Defenses ("If you don't raise, you might have waived"). Thus, the court may deny this remedy even when the terms of the contract are unambiguous, and the remedy is available. Contractual Clauses - Force Majeure A negative defense is the specific denial of the material fact or facts alleged in the pleading . March 1, 2022); Chanel, Inc. v. exquisite527620 Store, 2021 WL 6135077, *3 (S.D. So, the church notified the buyer that the deal would be open until November 13, 1978 because of the zoning problem and then on November 27, 1978, the representatives of Our Savior Lutheran Church returned the earnest money to Tom Jones Enterprises and considered the deal to be over. Copyright 2023 The Florida Litigation Guide, 1997 to 2022 - Litigation Guide Publishing, LLC |, * Fla. R. Civ. Florida Specific Performance in Real Estate Agreements. Fla. 2021); Murdock v. Am. A Q&A guide to common defenses to contract claims under Florida common law. Pursuing a claim for specific performance is not necessarily easy. However, Florida law does allow a seller of real estate to file a lawsuit against a buyer, who refuses to close, seeking specific performance. In some instances, that party would rather have the court force the other party to comply with the terms of the agreement. Hunt, P.A. The plaintiff sued the property owner for breach of contract for monetary damages and for specific performance (to force the property owner to sell the property to it based on its right of first refusal and prevent the sale to the buyer). ALL RIGHTS RESERVED. 3d 1202, 1213 (Fla. 1st DCA 2020). However, even if the plaintiff has an available remedy at law, specific performance may be granted if the court determines that the remedy at law is not as certain, prompt, complete and efficient as the remedy in equity. Breach of Implied in Law Contract, Breach: 07. A purchaser may show it is financially ready and able by showing it has (1) the necessary cash in hand, (2) personal[ ] possess[ion] of assets and a credit rating that show a reasonable certainty to command the requisite funds, or (3) a binding commitment by a financially able third party. It is undisputed that [the buyer]in this case, had neither (1) the necessary $5 million of cash in hand [to close] nor (2) assets and a credit rating sufficient to command that sum. He completely destroyed the opposition. All rights reserved. The deal didnt close. Rare Breed Triggers, LLC v. Big Daddy Enterprises, Inc., Tesoro Property Owners Assn v. Tesoro Commons, LLC, 237 So.3d 403, 404 (Fla. 4th DCA 2018), Naegele Outdoor Advertising Co., Inc. v. City of Jacksonville, FHR TB, LLC v. TB Isle Resort, LP., 865 F.Supp.2d 1172, 1192(S.D. See Tate v. Jones, 16 Fla. 216 (1877) (explaining that the buyer also paid part of the purchase price);Taylor v. Mathews, 53 Fla. 776 (1907) (clarifying that the buyer also made substantial improvements to the property). They cannot seek it if enforcing the agreement would be unjust, unfair, or inequitable. Though not entirely impossible. Statutory Construction What does the Statute Mean? This Blog is made available by Romano Law PLLC for general informational and educational purposes only, not to provide specific legal advice. Cox v. La Pota, 76 So.2d 662 (Fla. 1955). Specific Performance and Florida Contract Law When it comes to contract disputes, the most common remedy involves financial restitution. At the Law Office of Clifford J. Brown v. Dorby, 311 So.2d 159 (Fla. 2d DCA 1075); See Also Lasseter v. Dauer, 211 So.2d 584 (Fla. 3d DCA 1968). 57 0 obj <>/Filter/FlateDecode/ID[<84184014DA34C17FF3F3310B382B15BA><0007A45C78623F49A1409ECD71D9317B>]/Index[52 15]/Info 51 0 R/Length 49/Prev 34531/Root 53 0 R/Size 67/Type/XRef/W[1 2 1]>>stream