FINAL UNTIL TIME EXPIRES TO FILE REHEARING MOTION AND, IF
from the Circuit Court for Pinellas County; Pamela A.M.
B. Brouillet, Charles M. Harris, and Marie Tomassi of Trenam,
Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A.,
St. Petersburg, for Appellant.
Courtney L. Fernald and Leonard S. Englander of Englander
Fischer, St. Petersburg, for Appellee Laurene Sorensen.
appearance for remaining Appellees.
VILLANTI, Chief Judge.
Head appeals the final summary judgment entered in favor of
Laurene Sorensen, as the Sole Surviving Trustee under a Trust
Instrument known as the Crepe Trust, dated February 28, 1972,
and amended and restated as of January 10, 2002 (Sorensen),
in this case arising out of a contract for the purchase and
sale of a condominium that is part of the Bayfront Tower
Condominium Association Residential, Inc. (the Association).
Because material questions of fact exist concerning whether
Sorensen acted in good faith in attempting to procure the
Association's approval of the contract, the trial court
erred by entering final summary judgment in favor of
Sorensen, and we must therefore reverse and remand for
the death of her father, Sorensen sought to sell a
condominium that he owned in Bayfront Tower in St.
Petersburg. Sorensen, who lives in Idaho, obtained a referral
to a local real estate agent, who prepared a market analysis
of the condominium based on a number of factors, including
its location and condition. Sorensen told the agent that she
needed to sell the condominium quickly to obtain the cash
necessary to pay some of the trust's expenses. Based on
the condition of the condominium together with Sorensen's
desire to expedite a sale, the agent recommended a listing
price of $405, 000. Sorensen agreed and listed the
condominium for sale at $405, 000.
had been looking at condominiums in downtown St. Petersburg
for a period of time because he wanted to relocate there from
Tampa. He learned of Sorensen's condominium through the
listing agent, and he made a full-price offer to Sorensen the
same day the condominium was listed. Sorensen accepted the
offer, and the listing on the Multiple Listing Service (MLS)
website was updated to show that the condominium was sold
with a contract price of $405, 000. On May 31, 2015, both
Head and Sorensen signed the contract for purchase and sale
of the condominium at the listing price, and closing was set
for July 13, 2015.
the MLS listing was updated to show the pending sale,
Sorensen received a telephone call from another owner in the
Bayfront Tower condominium. In that conversation, the owner
told Sorensen that, in his opinion, the sales price for her
father's condominium was too low and that she could have
gotten much more for it. Shortly after that telephone call,
Sorensen contacted her agent and requested that he cancel the
contract with Head and cancel the MLS listing. Sorensen
signed a proposed "Release and Cancellation of
Contract" document attempting to cancel the sale, and
that document was forwarded to Head on June 8, 2015. Head
refused to sign the cancellation and indicated his intent to
go forward with the purchase.
contract for purchase and sale included a condominium rider
that conditioned the sale of the condominium on the
Association's approval of the buyer. Head timely filed
his application with the Association, along with the
requested supporting documents. Shortly thereafter, Sorensen
contacted the Association and advised them that she did not
want to go through with the sale. She told the Association
that there were "legal issues" that might prevent
the closing-although she did not identify what the alleged
"legal issues" were-and she also suggested that the
Association should closely investigate Head's ability to
pay all of the costs associated with the condominium. When
the Association subsequently expressed its intent to reject
the contract on the basis of the low sales price, Sorensen
stated that she had no objection to this. The Association
then sent written notification to Sorensen that it was
rejecting the contract. Based on this rejection, Sorensen
advised Head that she would not attend closing on July 13
because the sale could not be completed due to the
Association's rejection of the contract.
response, Head filed suit against Sorensen, alleging counts
for injunctive relief, specific performance, and damages for
breach of contract. After extended discovery, Sorensen filed a
motion for summary judgment, arguing that the contract had
terminated under the title examination provision and
therefore she was not liable to Head as a matter of law. The
trial court held an extended hearing, and it granted final
summary judgment in favor of Sorensen based on termination of
the contract under both the title examination provision and
the provision of the condominium rider that conditioned the
sale on the Association's approval. Head then filed this
appeal, raising three bases for reversal.
first contends that the trial court erred by entering final
summary judgment in favor of Sorensen under the title
examination provision of the contract, arguing that questions
of fact existed concerning whether Sorensen had complied with
her obligations under that provision. We agree.
18(A)(i) of the contract required that a title commitment
"with legible copies of instruments listed as exceptions
attached thereto" be delivered to Head no later than
five days before closing. Paragraph 18(A)(ii) gave Head five
days to examine the title commitment and notify Sorensen in
writing of any defects that rendered the title unmarketable.
The same paragraph gave Sorensen thirty days in which to cure
any defects identified by Head after his review of the title
commitment, and it contained an option to extend this cure
period for an additional 120 days. The provision ...