Third District Court of Appeal State of Florida
Opinion filed November 15, 2023. Not final until disposition of timely filed motion for rehearing.
________________
No. 3D23-0223 Lower Tribunal No. 22-1195 ________________
Luis R. Mercado, et al., Appellants,
vs.
Jayanth Sridhar, et al., Appellees.
An Appeal from the Circuit Court for Miami-Dade County, Carlos Guzman, Judge.
Arnaldo Vélez, P.A., and Arnaldo Vélez, for appellants.
Holland & Knight LLP, and Joshua R. Levenson (Fort Lauderdale), Christopher Bellows and Jordan N. Bittle (Fort Lauderdale), for appellees.
Before FERNANDEZ, SCALES and MILLER, JJ.
SCALES, J. In this action involving the sale and purchase of real property,
appellants Luis R. Mercado and Chanttel Mercado (“Sellers”), the
defendants/counter-plaintiffs below, appeal a January 9, 2023 final summary
judgment in favor of appellees Jayanth Sridhar and Nika Bagheri (“Buyers”),
the plaintiffs/counter-defendants below, on (i) Buyers’ claim for specific
performance, and (ii) Sellers’ counterclaim for slander of title. The trial court
entered the judgment after concluding that the parties had executed a valid
and enforceable agreement for Buyers’ purchase of Sellers’ home. Finding
no error, we affirm the challenged final summary judgment.
I. RELEVANT FACTS AND PROCEDURAL BACKGROUND
On January 21, 2022, Buyers filed this action in the Miami-Dade
County Circuit Court seeking specific performance of a fully executed
contract for the sale and purchase of a residential home using the standard
form approved by the Florida Association of Realtors and the Florida Bar
(“Form Agreement”). Sellers’ responsive pleading denied that the parties had
entered into an enforceable contract and included a counterclaim alleging
that Buyers’ recordation of a lis pendens had slandered the title to Sellers’
home.
In April 2022, Buyers moved for summary judgment, arguing that,
because the Form Agreement contained all of the requirements of a contract,
2 was executed by the parties, contained an integration clause, and did not
expressly incorporate Buyers’ proposed addendum (made in Buyer’s offer)
or Seller’s proposed, revised addendum (made in Sellers’ counteroffer), the
Form Agreement – while proposed and negotiated1 contemporaneously with
an addendum thereto – constituted the entire agreement between the
parties. According to Buyers, the parties had come to an express agreement
on the terms of Buyers’ purchase of the real property, but simply failed to
agree upon the terms of, and failed to execute, a stand-alone agreement
covering Buyers’ purchase of the home’s furnishings and Sellers’ leaseback
option.
Sellers also moved for summary judgment, arguing that the fully
executed Form Agreement was not enforceable because the parties had not
reached a meeting of the minds regarding the issues contained in the
addendum (regarding the home’s furniture and a leaseback option), and that
those addendum issues were essential to the formation of the contract.
According to Sellers, such an addendum was sufficiently incorporated by
reference into the Form Agreement because both Buyers (with the offer) and
1 The only change made to the face of the Form Agreement during the parties’ negotiations was to the purchase price, with parties agreeing upon $3.2 million.
3 Sellers (with the counteroffer) had “attached” their competing versions of an
addendum to the Form Agreement when they made their respective offers.
After holding a hearing on the parties’ competing summary judgment
motions, the trial court entered the challenged January 9, 2023 final
summary judgment in favor of Buyers on Buyers’ claim for specific
performance and Sellers’ counterclaim for slander of title. The judgment
directed the parties to proceed to closing on the home for the purchase price
of $3.2 million. Sellers timely appealed this January 9, 2023 judgment.
II. ANALYSIS2
A. Issue on Appeal
The parties do not dispute that the Form Agreement, a residential real
estate contract approved by the Florida Association of Realtors and the
Florida Bar, satisfied the requirements of legal contract formation and, if
considered alone, constituted a valid and enforceable agreement. The
primary issue in this appeal, therefore, is whether it was proper for the trial
court to enforce the Form Agreement without regard to a contemporaneously
negotiated, but unexecuted, addendum that, had it been agreed to by the
2 “[A] trial court’s decision construing a contract presents an issue of law that is subject to the de novo standard of review.” Hammond v. DSY Developers, LLC, 951 So. 2d 985, 988 (Fla. 3d DCA 2007). And we review de novo an order granting final summary judgment. Id.
4 parties, would have added additional terms not contained in the Form
Agreement. Put another way, the issue is whether the trial court erred by
concluding that the fully executed Form Agreement constituted an
enforceable contract without regard to the unexecuted addenda that the trial
court determined had not been incorporated into the Form Agreement.
In the challenged judgment, the trial court determined that an
unexecuted addendum was not part of the Form Agreement because,
“[p]ursuant to the plain terms of the [Form Agreement], in order for the parties
to elect that an addendum was to be included, that election must be made
within the 12 pages of the Contract itself.” Therefore, the lower court
determined, the fully executed Form Agreement constituted a valid and
enforceable agreement, despite the parties failing to come to an agreement
on the collateral issues covered by the addendum.
B. This Court’s Muñiz decision
In the challenged judgment, the trial court relied heavily upon this
Court’s decision in Muñiz v. Crystal Lake Project, LLC, 947 So. 2d 464 (Fla.
3d DCA 2006), which we find instructive to our analysis.
In Muñiz, a home builder provided prospective purchasers with an
unexecuted agreement for the construction and sale of a model home. The
purchasers signed the agreement and made a separate list of additional
5 options that the purchasers believed should be included in the subject
property. Id. at 467. Although the purchasers provided their “additional
option[s] list” to the builder along with their signed copy of the agreement,
the purchasers’ additional options list was neither added to nor incorporated
by reference into the purchase agreement. Id. The builder then signed the
agreement, resulting in a fully executed contract. Id. 3
For reasons not relevant here, the builder sought to cancel the
agreement during construction, which led to the purchasers filing an action
for specific performance. The trial court declined to enforce the contract,
concluding, in part, that the parties’ failure to agree upon the purchasers’
additional options list rendered the agreement’s terms unclear, indefinite,
uncertain and incomplete. Id. at 469. On appeal, this Court reversed, holding
that the trial court erred in denying the purchasers’ claim for specific
performance.
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Third District Court of Appeal State of Florida
Opinion filed November 15, 2023. Not final until disposition of timely filed motion for rehearing.
________________
No. 3D23-0223 Lower Tribunal No. 22-1195 ________________
Luis R. Mercado, et al., Appellants,
vs.
Jayanth Sridhar, et al., Appellees.
An Appeal from the Circuit Court for Miami-Dade County, Carlos Guzman, Judge.
Arnaldo Vélez, P.A., and Arnaldo Vélez, for appellants.
Holland & Knight LLP, and Joshua R. Levenson (Fort Lauderdale), Christopher Bellows and Jordan N. Bittle (Fort Lauderdale), for appellees.
Before FERNANDEZ, SCALES and MILLER, JJ.
SCALES, J. In this action involving the sale and purchase of real property,
appellants Luis R. Mercado and Chanttel Mercado (“Sellers”), the
defendants/counter-plaintiffs below, appeal a January 9, 2023 final summary
judgment in favor of appellees Jayanth Sridhar and Nika Bagheri (“Buyers”),
the plaintiffs/counter-defendants below, on (i) Buyers’ claim for specific
performance, and (ii) Sellers’ counterclaim for slander of title. The trial court
entered the judgment after concluding that the parties had executed a valid
and enforceable agreement for Buyers’ purchase of Sellers’ home. Finding
no error, we affirm the challenged final summary judgment.
I. RELEVANT FACTS AND PROCEDURAL BACKGROUND
On January 21, 2022, Buyers filed this action in the Miami-Dade
County Circuit Court seeking specific performance of a fully executed
contract for the sale and purchase of a residential home using the standard
form approved by the Florida Association of Realtors and the Florida Bar
(“Form Agreement”). Sellers’ responsive pleading denied that the parties had
entered into an enforceable contract and included a counterclaim alleging
that Buyers’ recordation of a lis pendens had slandered the title to Sellers’
home.
In April 2022, Buyers moved for summary judgment, arguing that,
because the Form Agreement contained all of the requirements of a contract,
2 was executed by the parties, contained an integration clause, and did not
expressly incorporate Buyers’ proposed addendum (made in Buyer’s offer)
or Seller’s proposed, revised addendum (made in Sellers’ counteroffer), the
Form Agreement – while proposed and negotiated1 contemporaneously with
an addendum thereto – constituted the entire agreement between the
parties. According to Buyers, the parties had come to an express agreement
on the terms of Buyers’ purchase of the real property, but simply failed to
agree upon the terms of, and failed to execute, a stand-alone agreement
covering Buyers’ purchase of the home’s furnishings and Sellers’ leaseback
option.
Sellers also moved for summary judgment, arguing that the fully
executed Form Agreement was not enforceable because the parties had not
reached a meeting of the minds regarding the issues contained in the
addendum (regarding the home’s furniture and a leaseback option), and that
those addendum issues were essential to the formation of the contract.
According to Sellers, such an addendum was sufficiently incorporated by
reference into the Form Agreement because both Buyers (with the offer) and
1 The only change made to the face of the Form Agreement during the parties’ negotiations was to the purchase price, with parties agreeing upon $3.2 million.
3 Sellers (with the counteroffer) had “attached” their competing versions of an
addendum to the Form Agreement when they made their respective offers.
After holding a hearing on the parties’ competing summary judgment
motions, the trial court entered the challenged January 9, 2023 final
summary judgment in favor of Buyers on Buyers’ claim for specific
performance and Sellers’ counterclaim for slander of title. The judgment
directed the parties to proceed to closing on the home for the purchase price
of $3.2 million. Sellers timely appealed this January 9, 2023 judgment.
II. ANALYSIS2
A. Issue on Appeal
The parties do not dispute that the Form Agreement, a residential real
estate contract approved by the Florida Association of Realtors and the
Florida Bar, satisfied the requirements of legal contract formation and, if
considered alone, constituted a valid and enforceable agreement. The
primary issue in this appeal, therefore, is whether it was proper for the trial
court to enforce the Form Agreement without regard to a contemporaneously
negotiated, but unexecuted, addendum that, had it been agreed to by the
2 “[A] trial court’s decision construing a contract presents an issue of law that is subject to the de novo standard of review.” Hammond v. DSY Developers, LLC, 951 So. 2d 985, 988 (Fla. 3d DCA 2007). And we review de novo an order granting final summary judgment. Id.
4 parties, would have added additional terms not contained in the Form
Agreement. Put another way, the issue is whether the trial court erred by
concluding that the fully executed Form Agreement constituted an
enforceable contract without regard to the unexecuted addenda that the trial
court determined had not been incorporated into the Form Agreement.
In the challenged judgment, the trial court determined that an
unexecuted addendum was not part of the Form Agreement because,
“[p]ursuant to the plain terms of the [Form Agreement], in order for the parties
to elect that an addendum was to be included, that election must be made
within the 12 pages of the Contract itself.” Therefore, the lower court
determined, the fully executed Form Agreement constituted a valid and
enforceable agreement, despite the parties failing to come to an agreement
on the collateral issues covered by the addendum.
B. This Court’s Muñiz decision
In the challenged judgment, the trial court relied heavily upon this
Court’s decision in Muñiz v. Crystal Lake Project, LLC, 947 So. 2d 464 (Fla.
3d DCA 2006), which we find instructive to our analysis.
In Muñiz, a home builder provided prospective purchasers with an
unexecuted agreement for the construction and sale of a model home. The
purchasers signed the agreement and made a separate list of additional
5 options that the purchasers believed should be included in the subject
property. Id. at 467. Although the purchasers provided their “additional
option[s] list” to the builder along with their signed copy of the agreement,
the purchasers’ additional options list was neither added to nor incorporated
by reference into the purchase agreement. Id. The builder then signed the
agreement, resulting in a fully executed contract. Id. 3
For reasons not relevant here, the builder sought to cancel the
agreement during construction, which led to the purchasers filing an action
for specific performance. The trial court declined to enforce the contract,
concluding, in part, that the parties’ failure to agree upon the purchasers’
additional options list rendered the agreement’s terms unclear, indefinite,
uncertain and incomplete. Id. at 469. On appeal, this Court reversed, holding
that the trial court erred in denying the purchasers’ claim for specific
performance. We concluded that, because the purchasers’ additional
options list had never been incorporated into the parties’ agreement, the
parties’ agreement was clear, definite, certain and complete based solely on
the terms of the agreement itself. Id. at 470. In reaching this determination,
3 The builder sent the purchasers two copies of the agreement that contained slightly different hand-written notations, but the builder signed only one copy after it was executed by the purchasers. The purchasers stipulated in the trial court that the copy of the agreement fully executed by the parties was the “actual purchase and sale agreement between the parties.” Id. at 469.
6 we explained that while the agreement expressly contemplated the parties’
execution of an “Option and Upgrade Agreement” that “shall be incorporated
into this Agreement,” the purchasers’ additional options list “was not fully
executed by both parties as per the terms of the Agreement, nor was it
incorporated by reference thereto.” Id. Consequently, we concluded that,
because the purchasers’ additional options list was not part of the
agreement, and the agreement was otherwise enforceable, the trial court
should have granted the purchasers their requested specific performance
remedy. Id.
C. Applying Muñiz to the Instant Case
We agree with the trial court that Muñiz is sufficiently similar to this
case and, therefore, controls the outcome of this appeal. While the Form
Agreement defined the “Contract” as including “any riders and addenda” and
provided that “[r]iders, addenda, and typewritten or handwritten provisions
shall control all printed provisions of this Contract in conflict with them,” the
Form Agreement also contained a provision (paragraph 19) that clearly and
unambiguously required the parties to expressly incorporate any addenda
within the Form Agreement.4 Despite this provision, no box in paragraph 19
4 Paragraph 19 of the Form Agreement provided:
7 was checked, no additional terms relevant to an addendum were identified
anywhere in the Form Agreement, and the summary judgment record plainly
reflects that neither Buyers nor Sellers (or their agents) specifically
incorporated an addendum into the Form Agreement. Given the Form
Agreement’s plain language requiring the express incorporation of any
collateral agreements into the Form Agreement, coupled with the Form
Agreement’s integration clause,5 the trial court correctly construed the
addendum – the terms of which the parties had not agreed to – as separate,
distinct, severable from, and collateral to, the Form Agreement. As in Muñiz,
5 The integration clause provided as follows:
P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or change in this Contract shall be binding upon Buyer or Seller unless in writing and executed by the parties intended to be bound by it.
8 the parties’ mere act of attaching an addendum to the Form Agreement when
making their offer/counteroffer was insufficient to make the addendum an
essential part of the Form Agreement, such that the addendum’s terms had
to be agreed to in order for the Form Agreement to be enforceable. Muñiz,
947 So. 2d at 470; see Gen. Impact Glass & Windows Corp. v. Rollac Shutter
of Texas, Inc., 8 So. 3d 1165, 1167 (Fla. 3d DCA 2009) (“The terms and
conditions, which Rollac urges this Court to consider as a part of the contract,
were never signed by General Impact, and were never expressly
incorporated into or attached to any of the documents that formed the
contract between the parties. . . . Because that separate document was not
incorporated into the writings exchanged between the parties, General
Impact is not bound by it.”); see also Duval Motors Co. v. Rogers, 73 So. 3d
261, 265 (Fla. 1st DCA 2011) (“Although the existence of a merger clause
does not per se establish that the integration of the agreement is total, . . . a
merger clause is a highly persuasive statement that the parties intended the
agreement to be totally integrated and generally works to prevent a party
from introducing parol evidence to vary or contradict the written terms.”
(quoting Jenkins v. Eckerd Corp., 913 So. 2d 43, 53 (Fla. 1st DCA 2005))).
Affirmed.