WSC-L Lakeside Investors V, LLC v. Pulte Home Corporation et al, No. 8:2008cv01694 - Document 71 (M.D. Fla. 2010)
Court Description: ORDER denying 52 Motion for summary judgment; denying 61 Motion for summary judgment; denying 66 Motion in limine; denying 66 Motion to strike and the Court will set the case for trial as soon as possible. Signed by Judge Elizabeth A. Kovachevich on 4/22/2010. (SN)
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WSC-L Lakeside Investors V, LLC v. Pulte Home Corporation et al Doc. 71 f UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF FLORIDA TAMPA DIVISION WSC-L LAKESIDE INVESTORS V, LLC, Plaintiff, v. Case No.: 8:08-cv-l694-17TBM PULTE HOMES CORPORATION and PULTE HOMES, INC., Defendants. / ORDER ON PLAINTIFF'S MOTION IN LIMINE, MOTION TO STRIKE, AND MOTIONS FOR SUMMARY JUDGMENT This cause came before this Court pursuant to a Motion In Limine and Motion to Strike filed by WSC-L Lakeside Investors V, LLC (WSC-L) (Doc. 66), as well as aresponse (Doc. 67). These motions were filed by WSC-L after both WSC-L and Pulte Home Corporation (Pulte) and Pulte Homes, Inc. ("Pulte Parent") (collectively "Pulte Parties" or -'Defendants") filed motions for Summary Judgment. Areview of the record indicates that for the following reasons, the Motion In Limine and the Motion to Strike shall be DENIED and the Motions for Summary Judgment shall be DENIED. The following facts arc adopted only lor purpose, of resolving pending motions. BACKGROUND In Spring 2007, aprincipal of WSC-L, began contacting the Pulte Companies concerning Plaintiffs desire to purchase atract of land (the "Subject Property") in Pasco County. Florida containing approximately 760 lots. WSC-L is ajoint venture formed by aTampa-based land developer, Landeavor LLC, and aChicago real estate investment firm, Walton Street Capital Dockets.Justia.com LLC. Pulte Parent is a Michigan corporation with its principal place of business in Michigan. The subsidiaries of Pulte Parent conduct business in the homebuilding and financial services industries. Pulte is a Michigan corporation with its principal place of business in Michigan and engages in homebuilding services in Florida. The Subject Property is part of a residential community commonly known as the Lakeside Community. The Lakeside Community was divided into three developmental phases, Phase I containing 407 lots and Phases II and III containing a combined 445 lots. On December 21, 2007 WSC-L sent a letter to the Defendants expressing its interest in purchasing the Subject Property. Arepresentative ofthe Defendants accepted and agreed to WSC-L's letter ofintent to purchase on December 24,2007. On orabout December 31, 2007, Pulte and WSC-L formally executed the Purchase Agreement, whereby WSC-L agreed to purchase and Pulte agreed to sell the Subject Property. Also occurring on tin. date. I'ulic Parent executed the Guarantee of Pulte Parent (the -Guarantee"). Pursuant to the Guarantee. Pulte Parent guaranteed "payment ofall amounts due and/or performance ofall obligations ol [PulteJ that arise after Closing, regardless ofwhether or not such obligations relate to matters that occurred before or after Closing." The Purchase Agreement contained a "General Disclaimer" through which Pulte represented that the Subject Property was being sold on an as is basis. Section 4.2 ofthe Purchase Agreement also set forth that WSC-L had aduty to conduct due diligence examinations on the property. Due to the short period of time in which this contract was entered into, the Purchase Agreement also contained 25 warranties and representations relied upon by WSC-L which survived the closing for six months. Included in the Purchase Agreement, the Defendants did state the monetary amount of impact fee credits that had been paid to that date. Section 7.12(n) of the Purchase Agreement specifically states that: Seller has paid to Pasco County the Impact Fee Credits, which constitute all Pasco County requisite prepaid impact fees in connection with such Utilities Sendee Agreement in order to secure capacity for all of the units within Phase 1of the Property pursuant to the Utilities Service Agreement. The Impact Fee Credits are currently held in an account with Pasco County, which account initially contained S418,396 and which contains $227,188 as of the date hereof. The Impact Fee Credits are assignable by Seller to Buyer as the sole beneficiary thereof. In §1.2 of the Purchase Agreement, impact fee credits had been defined as: ...those certain impact fee credits currently held in an account with Pasco County, which credits could be applied against impact fees payable to the appropriate governmental authorities in connection with the development and construction of improvements on the Property. On January 9, 2008 Pasco County mailed to the Defendants a letter advising them that the "final 50% payment ofthe service commitment fees" for the Subject Property were due on or before Febmary 29, 2008. The amount due was $418,396 that needed to be paid to satisfy the remaining fifty percent. The Defendants subsequently forwarded this information on to WSC-L. WSC-L timely paid the amount owed to mitigate any damage that may result from failure to pay. Subsequently. WSC-L informed the Defendants ofits intent to bring suit pursuant to the Purchase Agreement. On orabout August 28, 2008, WSC-L filed a complaint against the Defendants containing five counts. In November of 2008 WSC-L, amended its complaint, reasserting the same claims against the Defendants. On January 13, 2009 the parties stipulated to dismiss with prejudice Counts IV and Vofthe Amended Complaint. Further, on April 22, 2009, this Court entered anOrder dismissing Count II of the Amended Complaint. The two remaining counts are Count Iagainst Pulte for breach ofcontract and Count III against Pulte Parent for breach of guarantee. Both WSC-L and the Defendants subsequently filed a Motion for Summary Judgment on the remaining Counts. On November 9, 2009, WSC-L filed the instant Motion In Limine and Motion to Strike. DISCUSSION WSC-L argues that, absent any ambiguity, the intent of the parties should be determined from the contract itself, without resort to extrinsic evidence. WSC-L also notes that any extrinsic evidence they have placed before the Court in their pending summary judgment motion or their opposition to motion for summary judgment filed by Defendants would also then be inadmissible if the Court were to grant the present motions. Alternatively, they also argue that if the Court determined that there was a latentambiguity in the contract then this would be a material issue ol fact that would preclude summary judgment. Defendants argue that the Court is to consider all ofthe "surrounding circumstances" concerning the Purchase Agreement; only evidence ol prior negotiations should be excluded from consideration. The Defendants further argue that even if the Court is to find anambiguity, WSC-L has confused the distinction between patent ambiguities and latent ambiguities. When interpreting a contract, the court must first examine the plain language ofthe contract for evidence of the parties' intent. Roval Oaks Landing Homeowner's Ass'n Inc. v. Pelletier, 620 So.2d 786, 788 (Fla. 4th DCA 1993). Absent some ambiguity, the intent ofthe parties to awritten contract must be ascertained from the words used in the contract, without resort to extrinsic evidence. Wheeler v. Wheeler. Erwin & Fountain. P.A.. 964 So.2d 745. 749 (Fla. 1st DCA 2007). It is also generally accepted that the language ofa contract cannot be properly understood ifit is read without attention to Ihe circumstances surrounding the creation of the contract. Fla. E. Coast Rv. Co. v. CSX Transp., 42 F.3d I 125, I 129 (7th Cir. 1994) 4 (applying Florida law). In the instant case, the surrounding circumstances show that each party acted to close this sale of the Subject Property in a very short period of time. If this Court finds that the Purchase Agreement is unambiguous, then the intent of the parties must be determined from an examination of the Purchase Agreement and the circumstances surrounding its formation. However, the Purchase Agreement is not unambiguous. Whether an ambiguity exists isa question of law. Wheeler. 964 So.2d 745, 749 (Fla. 1st DCA 2007). There are two types of ambiguities that a document may contain. These are patent and latent ambiguities. A patent ambiguity is one that is appears on the face of the contract and arises from the use of defective, obscure, or insensible language. Emergency Associates of Tampa. P.A. v. Sassano. P.O.. 664 So.2d 1000, 1002 (Fla. 2nd DCA 1995) oiling Ace Elec. Supply Co. v. Teiran Nova Elec. Inc., 288 So.2d 544 (Fla. 1st DCA 1973). Alatent ambiguity arises when a contract on its face appears clear and unambiguous but it fails to specify the rights or duties of the parties in certain situations. Wheeler. 964 So.2d 745. 749-750 (Fla. 1st DCA 2007). Alatent ambiguity has similarly been defined as "an ambiguit) that does not readilv appear in the language of adocument, but instead arises from a collateral matter when the document's terms are applied or executed." Black's Law Dictionary (8th ed. 2004). The Purchase Agreement entered into between WSC-L and the Defendants contains a latent ambiguity. In the instant case there is a latent ambiguity in the statement in §7.12(n) of the Purchase Agreement where it says that the Pulte Parties have paid " to Pasco County the Impact Fee Credits, which constitute all Pasco County requisite prepaid impact fees..." On its face, this statement appears to be unambiguous. However, in its application, the statement can be interpreted two ways. It can be interpreted, as Pulte Parties contend, that all prepaid impact fees owing on the date of the Purchase Agreement have been paid; however, any future amounts would be the responsibility of the purchaser, WSC-L. The statementcan also be interpreted, as it is by WSC-L, to mean that any and all impact fee credits on this property have been paid by the Pulte Parties and that there is nothing further, by way of impact fee credits, that will ever have to be paid as it relates to the Subject Property. If a latent ambiguity exists, extrinsic evidence is admissible regarding the intent of the parties to a contract. Wheeler, 964 So.2d 745, 749 (Fla 1st DCA 2007). However, because the latent ambiguity requires resolution by resort to extrinsic evidence, a question of fact is presented. Id When a latent ambiguity exists, aquestion of material fact is presented: thus, the issue ofthe correct interpretation of the agreement is an issue of fact which precludes summary judgment." Mac-Gray Services. Inc. v. Savannah Associates of Sarasota. LLC, 915 So.2d 657 (Fla 2d DCA 2005). Therefore, the Motion In Limine and Motion to Strike shall be denied because there is a latent ambiguity in the Purchase Agreement. To determine the intent ofthe parties when alatent ambiguity exists in the document extrinsic evidence must be admitted. However, the existence of a latent ambiguity also creates a material issue offact that precludes the entry of Summary Judgment. Accordingly it is, ORDERED that the Plaintiffs Motion In Limine and Motion to Strike is DENIED. Defendant's Motion for Summary Judgment and Incorporated Memorandum of Law is DENIED, and WSC-L Lakeside Investors V. LLC's Motion for Final Summary Judgment is DENIED. The Court will set this case for trial with all expediency. DONE and ORDERED in Chambers, in Tampa, Florida tlu^-^yglg) of April 2010. Cc: All Parties and Counsel of Record
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