ORANGE COUNTY, FL: MARIN, ELJAIEK & LOPEZ, P.L., a Miami based law firm, wins trial verdict for specific performance against STERLING CREST, LTD (“STERLING”), the owner and seller of Sterling Crest Apartments, a 360 unit apartment community in Orange County, Florida (the “Property”) and in favor of its client, BLUE ROCK PARTNERS REALTY GROUP, LLC (“BLUE ROCK”). This decision marks one of the most valuable specific performance judgments in Florida’s recent history, as it awards BLUE ROCK, the buyer in this case, the right to enforce the purchase and sale contract, including the right to purchase the Property for the original contract price of $27,250,000.00. The Property is currently appraised for over $34,000,000.00. The decision by this trial court gives finality to a lawsuit that has been pending since 2013, and which has moved back and forth between the Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida and The Florida Fifth District Court of Appeal (“5th DCA”). Notably, this win is also a significant accomplishment for the trial team, led by Anthony Lopez of Marin, Eljaiek and Lopez, P.L., as this trial court’s decision in favor of BLUE ROCK comes down despite of an earlier opinion in this case by the 5thDCA.
The award of specific performance in this case was sought due to the unique nature of the Property, making money damages inadequate. Final Judgment for Specific Performance obligates STERLING to comply and sell the Property to BLUE ROCK according to the Agreement and allows for BLUE ROCK to obtain the benefit of the contract it negotiated for.
According to the filings in this case, on or about February 11, 2013, STERLING, by and through its general partner, ROYAL AMERICAN DEVELOPMENT, INC. (“ROYAL”), entered into an agreement to sell the Property to BLUE ROCK for the amount of $27,250,000.00 and with a closing date of May 12, 2013, as amended (the “Agreement”). After entering into the Agreement and prior to closing, STERLING sought to renege on the sale by claiming that it did not have the consent of its limited partners nor the authority to enter into the Agreement or close on the sale of the Property on its behalf. Based on these claims, STERLING refused to close on the sale of the Property and BLUE ROCK, on June 10, 2013, represented by attorneys Anthony Lopez, Esq. and Eric Strauss, Esq. of Marin, Eljaiek & Lopez, P.L, filed suit for specific performance, amongst other claims. Soon thereafter, BLUE ROCK sought summary judgment on the pleadings and won specific performance, wherein the circuit court cited that it was inequitable for STERLING to prevent BLUE ROCK from completing the purchase of the Property as a result of STERLING’s own actions. STERLING appealed this decision and the 5th DCA reversed the summary Judgment on several grounds, mainly that BLUE ROCK needed to prove 1) that STERLING had in fact consented to the sale and had given authority to ROYAL, its general partner, to enter into the Agreement and consummate the sale; and 2) that BLUE ROCK was ready, willing and able to close the Agreement for the purchase of the Property.
In reversing the lower court’s order for summary judgment and remanding the case back to the circuit court, the 5th DCA, in effect, heightened the burden of proof for buyers seeking enforce real estate contracts against corporate sellers, acting by and through their corporate agents. In its opinion, the 5th DCA ruled that not only was ROYAL required to obtain consent from STERLING’s limited partners, but that such consent must be proven to have been explicit and affirmative. The 5th DCA also ruled that BLUE ROCK could not rely on the acts of ROYAL to derive or conclude that ROYAL had the apparent authority to bind STERLING, as any such apparent authority had to be proven by and through the acts of STERLING, as the principal, and not by the acts of ROYAL, its agent. Further, the 5th DCA charged BLUE ROCK with constructive knowledge (or having the responsibility to know and understand under Florida statues) that the Agreement was subject to the consent of STERLING and ruled that BLUE ROCK should have made reasonable inquiry into ROYAL’s authority prior to entering into the Agreement. Finally, the 5th DCA ruled that in order for BLUE ROCK to prove that it was ready, willing and able to close and pay the balance of the purchase price it had to show that any third party providing it with financing had to have a definite and binding commitment to loan the funds and not just their willingness to do so.
In this case however, and notwithstanding the 5th DCA’s opinion and the heightened burden of proof it now effectively required, BLUE ROCK, at the trial held in the circuit court on January 4th, 2016, was able to prove based on competent and substantial evidence that 1) ROYAL had actual authority and consent from STERLING’s limited partners to enter into the Agreement and consummate the sale, 2) that such consent was neither doubtful nor equivocal, 3) that STERLING held ROYAL out to the public, including BLUE ROCK, to have the authority to act in its behalf, 4) that it was reasonable, under the facts of this case, for BLUE ROCK not to inquire further into the actual authority of ROYAL, as general partner, prior to or upon entering into the Agreement with STERLING, 5) that STERLING had ratified the Agreement by requesting an extension to close on the Agreement and 6) that BLUE ROCK had the requisite financing and was ready, willing and able to close on the Agreement, but for STERLING’s actions or inactions.