In short: Usually not on appeal. When a judge decides a contract dispute after a bench trial, an appellate court will not reweigh the evidence or second-guess credibility findings that competent, substantial evidence supports. In HLLND 2.5, LLC v. 2500 Receiver, Inc., a Broward buyer that lost more than $7.2 million in deposits on an office building argued that its own principal was bribed into signing an amendment that removed seller financing. The trial judge rejected that claim, and the Fourth District affirmed on December 4, 2025, without a written opinion.
The Facts
HLLND 2.5, LLC agreed to buy an office building from 2500 Receiver, Inc., whose principal was Elliot M. Segall. Part of the price was to be carried by seller financing. According to the buyer’s lawyer, the buyer paid more than $7.2 million in deposits. In November 2015 one of the buyer’s principals signed a Second Amendment that removed the seller financing. The deal never closed.
After a nine-day bench trial in Broward County, the trial court ruled for the seller in a detailed 21-page judgment. The buyer’s lawyer told the panel the seller kept the building and the deposits and obtained judgments for indemnity, promissory notes and attorney’s fees. The case was argued by Zoom on November 20, 2025. The points below are what the lawyers argued, not findings by the appellate court.
- The buyer argued the deposits had all “gone hard” by mid-2015, so there was no reason in the world to give up seller financing months later, and the trial court’s finding that the amendment was traded for more time to pay deposits was contradicted by the documents.
- The buyer argued the seller made three $100,000 payments to its local principal, disguised as loans that were never collected, to induce him to sign the amendment without telling his partners or the buyer’s lawyers.
- The seller argued the trial judge heard the witnesses for nine days and found the buyer’s key witness not credible, that most of the money went to project costs, that the payments and amendment were disclosed, and that the buyer’s partners did not object for years and later signed further agreements referring to the amendment.
- The panel noted that no motion for rehearing was filed after the bench trial, and asked how an appellate court could find the trial judge got it wrong after hearing the case for nearly two weeks.
The Decision
The Fourth District affirmed on December 4, 2025. The ACIS docket lists the disposition as “Affirmed,” and we did not find a written opinion explaining the reasons. The same day the court granted the seller’s motion for appellate attorney’s fees, conditioned on the trial court finding the seller to be the prevailing party and setting the amount. The mandate issued January 8, 2026.
Because there is no opinion, the case does not tell us which argument decided the appeal. It means the judgment for the seller stands.
The Law
After a non-jury trial, the judge decides which witnesses to believe. On appeal, findings of fact are upheld if competent, substantial evidence supports them, even if the appellate judges might have weighed the evidence differently. That is why the seller’s lawyer framed the appeal as a request to reweigh the evidence.
In a non-jury case, a party who thinks the judgment misreads the evidence can ask the trial judge to reconsider through a motion for rehearing under rule 1.530. The panel asked about that motion because it gives the trial judge the first chance to correct an error.
Real estate deposits are usually governed by the purchase contract. If the deposits have become non-refundable and the buyer does not close, the contract often lets the seller keep them as liquidated damages. Amendments signed by an authorized principal generally bind the company, which is why the buyer here had to prove bribery and concealment rather than simply disavow the amendment.
Lessons
- Require more than one signature for any amendment that changes financing, price or deposit terms.
- If you suspect your own partner was paid off, document it early. Years of silence after learning of an amendment hurt the claim.
- Credibility findings after a bench trial are very hard to overturn on appeal.
- Consider a motion for rehearing after a non-jury judgment if the court overlooked key documents.
- A losing party can also be on the hook for the other side’s appellate fees.
Watch the Oral Argument
This is the recording of the actual oral argument, posted on the channel. What lawyers and judges say at argument is not the ruling; the decision is summarized above.
🏗️ $7.2 Million in Deposits Forfeited — Was the Amendment Killing Seller Financing Concealed?
Read the Law on FloridaRules.net
The statutes and court rules discussed in this article, free to read on FloridaRules.net:
Go Deeper
- A $10 Million Land Deal That Never Closed: Buyer Loses on Appeal (Pine Grove v. Robert Diesel)
- Forged Financing Addendum: Who Loses the $144,000 Deposit? (Hubbell v. HH Condominium)
- Seller Lost a Time-of-the-Essence Fight Over a Missed Closing (M & S v. Wynwood Propco)
Frequently Asked Questions
Can a seller keep my deposit if I can't close on a commercial property in Florida?
Often yes, if the contract makes the deposit non-refundable and the buyer defaults. In HLLND v. 2500 Receiver, the buyer lost more than $7.2 million in deposits after the seller financing was removed and the deal did not close.
Is an amendment binding if one partner signed it without telling the others?
Generally, a contract signed by a person with authority to act for the company binds the company. The HLLND buyer argued its principal was bribed and concealed the amendment, but the trial judge did not believe that account.
Can an appeals court overturn a judge's findings after a bench trial?
Only if the findings are not supported by competent, substantial evidence or rest on a legal error. Appellate courts do not reweigh credibility. The Fourth District affirmed in HLLND without an opinion.
Do I need to file a motion for rehearing before appealing a non-jury judgment?
It depends on the argument. Rule 1.530 lets a party ask the trial judge to rehear a non-jury case and correct errors before an appeal, and the HLLND panel asked why no such motion was filed. The deadline is short, so talk to appellate counsel quickly after the judgment.
Talk to a Florida real estate litigation lawyer
Weidner Law, P.A. handles Florida real estate disputes, title problems and appeals from St. Petersburg. If you need a real estate litigation lawyer, call (727) 954-8752 or email weidner@mattweidnerlaw.com.
Read the law yourself, free: every Florida statute and court rule is on floridarules.net.
This article is general information about Florida law, not legal advice about your situation. Reading it, watching the videos, or contacting the firm does not create an attorney-client relationship. Every case turns on its own facts, and past results do not guarantee a similar outcome. The hiring of a lawyer is an important decision that should not be based solely upon advertisements.
