In short: In Regents Park Investments v. KAI Properties (3d DCA, Nov. 5, 2014), a seller convinced the trial court that the contract’s default clause barred the buyer from suing to force the sale. The Third DCA reversed. A remedy named in a contract is not exclusive unless the contract clearly says so, so specific performance was still available.
The Facts
Regents Park Investments, LLC agreed to buy real property from KAI Properties, Ltd. in Miami-Dade County.
When the sale did not close, Regents Park filed a one-count complaint for specific performance, asking the court to order KAI to convey the property.
The trial court read the contract’s default provision as limiting the buyer’s remedies, dismissed the specific performance count and entered final summary judgment for the seller.
The opinion is short. It does not quote the default clause or give the property, the price or the contract form.
The Decision
The Third District Court of Appeal reversed and remanded (Case No. 3D14-1511, Nov. 5, 2014; opinion by Judge Wells).
The default clause named a remedy for the buyer if the seller defaulted, but it did not say that remedy was the only one.
Relying on Coastal Computer Corp. v. Team Management Systems (Fla. 2d DCA 1993) and Dillard Homes, Inc. v. Carroll (Fla. 3d DCA 1963), the court explained that a contract cuts off other remedies, including specific performance, only when its language shows the parties meant to limit them. Without that, every remedy the law allows remains available.
The Law
Specific performance is an equitable remedy that orders a party to complete a real estate sale. Courts grant it because each parcel of land is unique and money damages may not make a buyer whole.
Florida courts treat contractual remedies as cumulative unless the contract clearly makes one exclusive. Standard forms often address this expressly, so the exact wording of the default paragraph matters.
Procedure has changed since 2014: Florida’s summary judgment rule, Rule 1.510, adopted the federal standard effective May 1, 2021.
Lessons
- Read the default paragraph before signing. If the seller wants to limit the buyer to a deposit refund, the contract must say that remedy is exclusive.
- Buyers who want the property, not just their deposit back, should preserve specific performance and record a lis pendens promptly.
- Sellers who back out of a deal should not assume a remedy clause protects them.
- Each side should keep proof it was ready, willing and able to close.
Source: Opinion, Regents Park Invs., LLC v. KAI Props., Ltd., No. 3D14-1511 (Fla. 3d DCA Nov. 5, 2014)
Watch the Oral Argument
This is the recording of the oral argument, posted on the channel. What lawyers and judges say at argument is not the ruling; the decision is summarized above.
Did the Contract Quietly Kill Specific Performance on a Real Estate Sale? | Regents Park v. KAI Properties, 3D14-1511
Go Deeper
- A Condo Developer’s Default Did Not Mean a Guarantee for Every Unit (Merco Group at Akoya v. General Computer Services)
- Hidden Buyer, $13M Sale: A Seller’s Fraud Claim Gets Revived (Puleo v. Cohen)
- Deed in Lieu Held in Escrow: Court Can Order Foreclosure Instead (Safe Harbor v. 9775 Dixie)
Frequently Asked Questions
Can a buyer force a seller to complete a real estate sale in Florida?
Yes, through specific performance, if the buyer was ready, willing and able to close and the contract does not clearly limit the buyer’s remedies.
Does a default clause in a real estate contract bar specific performance?
Only if it clearly makes another remedy exclusive. In Regents Park, a non-exclusive default clause did not bar it.
What is a cumulative remedy?
A remedy available in addition to others. Florida treats contract remedies as cumulative unless the contract says otherwise.
Should a buyer record a lis pendens in a specific performance case?
Often yes, to give notice of the claim and prevent the seller from conveying to someone else while the case is pending.
Talk to a Florida real estate litigation lawyer
Weidner Law, P.A. handles Florida real estate, landlord-tenant, condominium and property disputes 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: the full Florida Statutes and court rules are 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.
