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M&M Realty Partners at Hagen Ranch, LLC v. Mazzoni

United States District Court, S.D. Florida

July 23, 2018

M&M REALTY PARTNERS AT HAGEN RANCH, LLC, a New Jersey limited Liability company, Plaintiff,
v.
WILLIAM MAZZONI & THOMAS A. SMITH, as Co-Trustees of the William Mazzoni Trust dated 06/04/1992, & WILLIAM MAZZONI, individually, Defendants.

          ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS' MOTION FOR SUMMARY JUDGMENT AND DENYING PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT

          ROBIN L. ROSENBERG UNITED STATES DISTRICT JUDGE

         This matter is before the Court on Defendants' Motion for Summary Judgment [DE 57] and Plaintiff's Motion for Summary Judgment [DE 60]. Both motions have been fully briefed, and the Court heard oral argument from the parties on July 19, 2018. For the reasons set forth below, Defendants' Motion is granted in part and denied in part and Plaintiff's Motion is denied.

         I. BACKGROUND

         This dispute arises from a contract for the purchase and sale of real property. Plaintiff M&M Realty Partners at Hagen Ranch, LLC and the Defendant William Mazzoni Trust entered into the contract on August 17, 2011, whereby the Defendant trust would sell an approximate eight-acre parcel to Plaintiff. The contract provided for a six-year period for Plaintiff to satisfy all conditions precedent to close, including certain governmental development approvals; otherwise, if the conditions precedent were not satisfied, the contract terminated automatically. The parties dispute whether Plaintiff satisfied the conditions precedent in the contract and, as a result of that dispute, Defendants refused to close the real estate transaction. After Defendants refused to close, Plaintiff initiated this lawsuit.

         Plaintiff has brought three counts: a breach of contract claim that seeks specific performance (Count I), a breach of contract claim that seeks monetary damages (Count II), and a tortious business interference claim against an individual trustee of the Defendant trust, Mr. William Mazzoni (Count III).

         II. SUMMARY JUDGMENT STANDARD

         Summary judgment is appropriate if “the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). The existence of a factual dispute is not by itself sufficient grounds to defeat a motion for summary judgment; rather, “the requirement is that there be no genuine issue of material fact.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986). A dispute is genuine if “a reasonable trier of fact could return judgment for the non-moving party.” Miccosukee Tribe of Indians of Fla. v. United States, 516 F.3d 1235, 1243 (11th Cir. 2008) (citing Anderson, 477 U.S. at 247-48). A fact is material if “it would affect the outcome of the suit under the governing law.” Id. (citing Anderson, 477 U.S. at 247-48).

         In deciding a summary judgment motion, the Court views the facts in the light most favorable to the non-moving party and draws all reasonable inferences in that party's favor. See Davis v. Williams, 451 F.3d 759, 763 (11th Cir. 2006). The Court does not weigh conflicting evidence. See Skop v. City of Atlanta, 485 F.3d 1130, 1140 (11th Cir. 2007). Thus, upon discovering a genuine dispute of material fact, the Court must deny summary judgment. See id.

         The moving party bears the initial burden of showing the absence of a genuine dispute of material fact. See Shiver v. Chertoff, 549 F.3d 1342, 1343 (11th Cir. 2008). Once the moving party satisfies this burden, “the nonmoving party ‘must do more than simply show that there is some metaphysical doubt as to the material facts.'” Ray v. Equifax Info. Servs., LLC, 327 Fed.Appx. 819, 825 (11th Cir. 2009) (quoting Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986)). Instead, “[t]he non-moving party must make a sufficient showing on each essential element of the case for which he has the burden of proof.” Id. (citing Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986)). Accordingly, the non-moving party must produce evidence, going beyond the pleadings, to show that a reasonable jury could find in favor of that party. See Shiver, 549 F.3d at 1343.

         III. ANALYSIS

         The parties have filed cross motions for summary judgment on the following issues:

(A) Was Plaintiff ready, willing, and able to close the real estate transaction?
(B) Did the parties' contract terminate before Plaintiff met all of the necessary conditions precedent to close?
(C) Can the individual Defendant in this case, Mr. William Mazzoni, be held liable for tortious business interference?
(D) Is specific performance available in this case?

         Each issue is addressed in turn.

         A. WAS PLAINTIFF READY, WILLING, AND ABLE TO CLOSE?

         For a plaintiff to establish a prima facie claim that seeks specific performance, the plaintiff must show that he or she was ready, willing, and able to perform under the contract. Hollywood Mall, Inc. v. Capozzi, 545 So.2d 918, 920 (Fla. Dist. Ct. App. 1989). Likewise, for a plaintiff to establish a prima facie claim that seeks damages, the plaintiff must show that he or she was ready, willing, and able to perform under the contract. See, e.g., Lusigman v. Lusigman, 972 So.2d 1076, 1078-79 (Fla. Dist. Ct. App. 2008) (plaintiff's alternative claim for damages failed based on lack of evidence of ability to close). Defendants argue that summary judgment must be entered in their favor as to Count I and Count II because Plaintiff has no evidence that it was ready, willing, and able to close the transaction in this case.

         There are three ways for a purchaser to establish that the purchaser is ready, willing, and able to close: (1) cash on hand; (2) possession of assets and a credit rating, which with reasonable certainty, enable the party to command the requisite funds; or (3) a binding commitment by a financially able third-party to loan or invest the necessary funds. Capozzi, 545 So.2d at 920-21. Defendants argue that Plaintiff has evidence of none of foregoing to show it was ready, willing, and able to close. In response, Plaintiff cites to two pieces of evidence. First, Plaintiff cites to a letter prepared by Valley National Bank which was drafted on October 2, 2017.[1] That letter is very brief and reads as follows:

Please be advised that Jack Morris and Joseph Marino have credit facilities currently in good standing with Valley National Bank, with combined open availability in excess of $5, 000, 000. Please feel free to contact me if I can be of any further assistance.

DE 58-6 at 3. Second, Plaintiff cites to an affidavit by an owner of Plaintiff, Mr. Joseph A. Marino. In that affidavit, Mr. Marino attests that he possessed the funds to close. DE 69 at 9.[2]But as Defendants emphasize, the Plaintiff in this case is not Mr. Marino. Mr. Marino was not the purchaser of the real property in this case-Plaintiff was. Mr. Marino is an owner of Plaintiff. Even when an individual with an interest in a transaction testifies that he or she was willing to provide a purchaser with the required money to close, the purchaser is still not entitled to specific performance if there is no evidence of a binding commitment for the funds to be provided. Capozzi, 545 So.2d at 920; see also Taylor v. Richards, 971 So.2d 127 (Fla. Dist. Ct. App. 2007) (reversing a bench trial on the grounds that there was no binding commitment for an individual to provide the necessary funds to close); Sticht v. Shull, 543 So.2d 395, 397 (Fla. Dist. Ct. App. 1989) (finding that a purchaser failed to demonstrate the ability to command the funds necessary to make a purchase where his alleged business partner, who was to provide the necessary financing for the purchase, was not legally obligated to perform under the contract).

         The letter quoted above does not contain a binding commitment for funds to be provided to the Plaintiff. The letter does not even contain a non-binding commitment to Plaintiff. The letter states only that Mr. Marino, together with another owner of Plaintiff, personally possessed credit facilities in excess of five million dollars. These facts are analogous to those in the case of Hollywood Mall, Inc. v. Capozzi. In Capozzi, a father created for his children a real estate purchasing entity-an entity that resembled the Plaintiff in the instant case. Capozzi, 545 So.2d at 919. The contracting-purchaser for the property in Capozzi was the entity-not the father personally. Id. At trial, the father argued that the entity was ready, willing, and able to close because he personally would have committed the funds for the entity to do so. Id. at 920. Based upon the father's testimony, the trial court was persuaded that the purchasing-entity was ready, willing, and able to close. Id. The appellate court reversed, finding that even though the father was the chairman of the board for the purchasing-entity, the “[corporate-chairman father] was under no obligation to provide funds to the corporation to close the transaction, and [the purchasing-entity] cannot be considered to be ready, willing and able to perform when its only ability to close is derived from funds not within its control and subject to the gratuitous payment by another.” Id. (emphasis added). Notably, the content of Mr. Marino's affidavit greatly resembles the arguments that were rejected by the appellate court in Capozzi.

         Plaintiff does not distinguish Capozzi and instead relies upon the fact that Mr. Marino and his partner (Mr. Jack Morris) personally possessed sufficient funds to close.[3] In the alternative, Plaintiff argues that Mr. Marino's net worth at least creates an issue of material fact as to the question of whether Plaintiff was ready, willing, and able to close. But Plaintiff has no evidence that it possessed the cash to close (which it conceded at oral argument), no evidence that Plaintiff commanded sufficient assets to obtain the necessary funds (which it conceded at oral argument), and no evidence of possessing a binding commitment to secure a loan for the funds to close. Plaintiff's designated corporate representative, Mr. Morris, was given the express opportunity at a deposition to explain how the Plaintiff-entity in this case would have been ready, willing, and able to close, but Mr. Morris refused to answer questions in this area:

Q. Which bank wrote this letter, Mr. Morris?
A. Valley National Bank.
Q. And which -- for this account at Valley National Bank was the [sic] M&M the ...

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