Lazer, N.V. v. Hollo

NESBITT, Judge. The final summary judgment in favor of the defendants to this contract action is affirmed upon a holding that in light of the undisputed facts and the terms of the parties’ agreement the contingency to a payment of $250,000 to the plaintiff did not transpire. The plaintiff, Lazer, N.V., sold the defendants a shopping center for $1,250,000. As is pertinent to this appeal, their purchase and sale agreement recited: 3. It is further understood and agreed that in the event the Company shall sell, transfer, or convey its fee simply [sic] title to the property commonly known as Royal Poinciana Plaza Shopping Center, Palm Beach, Florida, prior to payment in full of the attached promissory note ATLANTIC COAST INVESTING CO. by HOLLO to LAZER for a purchase pnce m excess of SIX MILLION FIVE HUNDRED THOUSAND ($6,500,000.00) DOLLARS that there shall become immediately due and payable by ATLANTIC COAST INVESTING CO. HOLLO to LAZER the additional sum of TWO HUNDRED FIFTY THOUSAND ($250,000.00) DOLLARS which shall be due and payable simultaneously upon consummation of the sale by the Company of the aforementioned property. After entering into a contract to resell the shopping center for $7,400,000 but before the new purchasers closed at that price, the defendants paid the promissory note in full. Although it is true that a purchase agreement confers equitable ownership upon the purchaser (the vendor retaining only naked legal title), Hull v. Maryland Casualty Co., 79 So.2d 517 (Fla.1955); B.W.B. Corp. v. Muscare, 349 So.2d 183 (Fla. 3d DCA 1977), it is equally true that a contract of purchase and sale is preliminary to the sale, is not the sale itself, Henry v. Ecker, 415 So.2d 137, 140 (Fla. 5th DCA 1982) and results in only a duty to convey legal title. See Cain & Bultman, Inc. v. Miss Sam, Inc., 409 So.2d 114 (Fla. 5th DCA 1982). There being no sale, transfer, or conveyance of fee simple title to the shopping center prior to satisfaction of the promissory note, the plaintiff was not entitled to payment of the additional $250,000. Affirmed.