In short: Not easily. A recital of $10 consideration in a Florida contract creates a rebuttable presumption that it was paid, and rescission is an equitable remedy a court can refuse when money damages are adequate or the party seeking it has acted inequitably. In Weiss v. MSR Partners, a Volusia County trial court refused to rescind transfers of a nightclub business, and the Fifth District affirmed without a written opinion on March 3, 2020.
The Facts
Miles Weiss met with Daniel Katz for about three hours. By the end, Weiss had signed a series of one-page transfer documents giving Katz a nightclub business: its assets, its liquor license, its cash and its operations, along with termination of the business’s 25-year lease. The documents recited $10 as consideration. Weiss said he never received it.
Weiss sued to rescind the transfers. After a bench trial, the trial court ruled against him. Weiss appealed to the Fifth District. The points below are what the lawyers argued, not findings by the appellate court.
- Weiss argued that a $10 recital only creates a rebuttable presumption of payment, that the trial court found the evidence on payment in equipoise and then let the recital decide the issue anyway, and that without consideration there was no contract.
- He also argued that money damages could not replace a unique, grandfathered business, so rescission was the only adequate remedy. His lawyer said an expert valued the business at about $4.6 million.
- The appellees argued the trial court correctly found consideration, that Katz testified he tendered the $10, and that even if rescission were available, Weiss was barred by his own inequitable conduct, including a bankruptcy filing that closed the business. They added that Katz had paid off a lien on the liquor license of about $100,000, so the parties could not be put back where they started.
- The panel asked why Weiss could not simply sue for the $10, whether a failure of consideration supports rescission at all when damages are available, and whether placing money on a table in front of someone counts as paying it.
The Decision
The Fifth District affirmed on March 3, 2020. The ACIS docket lists the disposition as “Affirmed – Per Curiam Affirmed.” Weiss moved for rehearing and asked for a written opinion under Florida Rule of Appellate Procedure 9.330, and the court denied both on April 3, 2020. Earlier in the appeal, the case had been dismissed for failure to prosecute and then went forward after a motion for reinstatement.
Because there is no opinion, the affirmance does not tell us which ground the court accepted. The trial court’s judgment denying rescission stands, but the case is not a ruling on when a $10 recital can be disproved.
The Law
Florida contracts often recite nominal consideration, such as “$10 and other good and valuable consideration.” The recital is evidence that consideration was paid, but it can be rebutted. The party attacking the contract has the burden to prove consideration was lacking.
Rescission is an equitable remedy. It undoes a contract and returns the parties to where they started. Courts generally require the party seeking it to show there is no adequate remedy at law and that the parties can be restored to the status quo, and the party seeking equity must come with clean hands. A failure to pay promised consideration is usually treated as a breach that can be remedied with damages, which is the point the panel raised at argument.
Specific relief can be available when the property is truly unique. Weiss argued the business was unique because of its location, licensing and reputation. The appellees argued that a business that exists to make money can be valued and compensated with money.
Lessons
- Do not sign transfer documents for a business, lease or license in a single meeting without a lawyer reviewing them. Undoing them later is hard.
- A recital of consideration helps the party relying on the contract. The party attacking it has to produce real evidence that nothing was paid.
- If you want rescission, plead and prove why money damages are not enough and how the parties can be put back where they were.
- Actions taken after a dispute begins, such as a bankruptcy filing that shuts down the business, can cost a party its equitable remedies.
- A per curiam affirmance settles this case only. It is not a rule on nominal consideration.
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.
🎯 They Put $10 in the Contract — But Never Paid It. Can You Rescind the Whole Deal?
Go Deeper
- Condo Buyers Lose Rescission but Get a Shot at Their $6.1 Million Deposits (Hess v. PMG-S2 Sunny Isles)
- Officer Conveyed Company Property Without Approval? Appeal Affirmed (Wesley v. DeKloet)
- A $10 Million Land Deal That Never Closed: Buyer Loses on Appeal (Pine Grove v. Robert Diesel)
Frequently Asked Questions
Is a contract valid if the $10 consideration was never paid?
A recital of $10 creates a rebuttable presumption that it was paid, and the party attacking the contract must prove otherwise. Even if it was not paid, courts often treat that as a breach remedied by damages rather than a reason to void the deal.
Can I rescind a contract for lack of consideration in Florida?
Possibly, but rescission is equitable and discretionary. You generally must show money damages are inadequate, that the parties can be restored to where they were, and that you acted fairly yourself. In Weiss v. MSR Partners, the trial court denied rescission and the Fifth District affirmed.
What does "$10 and other good and valuable consideration" mean in a contract?
It is a recital that some consideration was exchanged. It supports the contract, but it can be rebutted with evidence that nothing was actually paid or exchanged.
Can I undo papers I signed giving away my business?
You may have claims, but courts look hard at whether damages would be enough and at your own conduct after signing. In this case the appellees argued the owner’s bankruptcy filing, which closed the business, barred rescission.
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.
