On February 28, 2020, the court granted a motion filed by GDSI
Plaintiff also seeks a determination that if specific performance is awarded, incidental damages may also be awarded. Plaintiff specifically seeks clarity on this issue as it hopes to recover incidental damages for outstanding tax liability owed by Rontan, particularly in the form of a reduction of the purchase price. (DE 205 at 4).
In American Realequities, Ltd v. ALM Inv. Corp., the Third District Court of Appeal of Florida squarely addresses this issue. 406 So. 2d 507 (Fla. 3d Dist. App. 1981). American Rea/equities involved a contract for the sale of land that stated that the land was 5 acres, when it was actually 4.41 acres. Id at 507-08. After learning of this misrepresentation, the buyer requested specific performance, with an offset in purchase price due to the difference in land size. However, the trial court only allowed rescission of the contract. Id. The Court of Appeals reversed, holding that even with the material misrepresentation about the size of the land, the buyer was still entitled to seek specific performance if it so chose. Id at 508-09. Further, and most importantly for the present issue, the court found that the buyer was entitled to damages in the form of an offset in purchase price for the material misrepresentation regarding the size of the land. Id at 508.
The holding in American Rea/equities was echoed in Boca Palm Investments, Inc. v. Jerdon Inc. 568 So. 2d 505, 506 (Fla. 4th DCA 1990). There, the buyer of an apartment building learned that the seller had misrepresented the rents that tenants in the complex paid. Id. at 506. Despite this knowledge, the buyer wanted to enforce the sale. Id Citing American Rea/equities, the Court in Boca Palm found that the buyer had a right to choose to enforce the contract (rather than rescinding it) and obtain an offset for the misrepresentation. Id at 506-07. (citing American Rea/equities 406 So. 2d at 508-09).
Summary, the court's determined which is Florida case law that even if GDSI knew about the undisclosed tax liabilities, they were entitled to an offset and/or damages.
The holding in American Rea/equities was echoed in Boca Palm Investments, Inc. v. Jerdon Inc. 568 So. 2d 505, 506 (Fla. 4th DCA 1990). There, the buyer of an apartment building learned that the seller had misrepresented the rents that tenants in the complex paid. Id. at 506. Despite this knowledge, the buyer wanted to enforce the sale. Id Citing American Rea/equities, the Court in Boca Palm found that the buyer had a right to choose to enforce the contract (rather than rescinding it) and obtain an offset for the misrepresentation. Id at 506-07. (citing American Rea/equities 406 So. 2d at 508-09).
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