Friday, June 26, 2009

Equitable Lien, Vendor's Lien, Unjust Enrichment, Merger, etc.

In Golden v. Woodward (1D08-3324), the First District affirmed the trial court's final judgment that "is entitled to an "equitable lien" or "vendor’s lien" in the amount of $89,000.00 against Appellants on certain real property that is the subject of an earlier agreement between Appellants and Mr. Woodward, Sr."

"Mr. Woodward, Sr., and Appellants signed a January 28, 2003, written "Agreement to Sell Personal Real Estate Property" (2003 Agreement) by which Mr. Woodward sold his property to Appellants, who were his next-door neighbors in Graceville, Florida. Under the express terms of the 2003 Agreement, Mr. Woodward contracted to sell his home and approximately 7.8 acres of land to Appellants for a purchase price of $109,000.00, including all interest and fees. The 2003 Agreement provided that Appellants would pay Mr. Woodward $550.00 a month for seven years (totaling $46,200.00), beginning on March 1, 2003, and ending on March 1, 2010. After the expiration of the seven-year period, Appellants would tender a balloon payment----$62,800.00, the remaining balance of the purchase price----to Mr. Woodward."


"After the execution of the 2003 Agreement, Mr. Woodward had become aware that Appellants were making improvements on the property. Upon further investigation, he discovered that Appellants had executed a first mortgage on the property, despite the express provision in the 2003 Agreement that the buyers would not allow any liens on the property until the full purchase price was paid to the seller. In May 2006, Mr. Woodward filed a four-count complaint against Appellants. Upon Mr. Woodward’s death a month later, Mr. Woodward, Jr., in his capacity as the personal representative of his father’s estate, was substituted as the plaintiff, and Appellants stopped making payments on the property."


"In its final judgment, the trial court found no evidence either of Mr. Woodward, Sr.’s, incapacitation or of Appellants’ undue influence or fraud. However, the court concluded that Appellants had breached the 2003 Agreement with Mr. Woodward, Sr., when they mortgaged the subject property and ceased making payments on the property before satisfying the full purchase price. The court determined that the equities lay with the estate, which is entitled to an equitable lien or vendor’s lien on the property for $89,000.00, the sum due under the 2003 Agreement. The court entered a judgment in favor of Mr. Woodward’s estate as to Count Two, and judgment in favor of Appellants on the other claims. This appeal ensued."


Appellants argue that if they had received notice that Mr. Woodward, Sr., was asserting the right to a vendor’s lien, they could have presented evidence and defenses (e.g., laches) relating to that claim. This argument is without merit. "Every complaint shall be considered to demand general relief." Fla. R. Civ. P. 1.110(b). Thus, the court must "look to the facts alleged, the issues and proof, and not the form of the prayer for relief to determine the nature of the relief which should be granted...[G]enerally, courts of equity have the fullest liberty in molding decrees to the necessity of the occasion, regardless of the prayer."

An "equitable lien" is "[a] right, enforceable only in equity, to have a demand satisfied from a particular fund or specific property, without having possession of the fund or property...Equitable liens become necessary on account of the absence of similar remedies at law...A "vendor’s lien," also known as a "grantor’s lien," is "a creature of equity, a lien implied to belong to a vendor for the unpaid purchase price of land, where he has not taken any other lien or security beyond the personal obligation of the purchaser...The lien does not result from agreement, but is given by implication of law, as an incident to the debt, and is enforceable in equity where the vendor is entitled to it...Given the Florida courts’ recognition that a "vendor’s lien" is one type of "equitable lien," id., we conclude that, in the context of his specific pleadings in Count Two of the complaint, Mr. Woodward’s request for an "equitable lien" upon the property reasonably should have put Appellants on notice that a "vendor’s lien" was being requested.


In their second issue, Appellants assert that the trial court erred in granting an equitable lien in favor of Mr. Woodward’s estate without a finding of Appellants’ fraud or misconduct. In Rinker Materials Corporation v. Palmer First National Bank & Trust Company of Sarasota, 361 So.2d 156 (Fla. 1978), the Supreme Court of Florida held that "a party may successfully maintain a suit under the theory of equitable estoppel only where there is proof of fraud, misrepresentation, or other affirmative deception." [However], "[t]he basis of equitable liens may be estoppel or unjust enrichment." "In Florida, an equitable lien is an appropriate remedy to prevent unjust enrichment between family members or those with close personal relationships."

To state a cause of action based on unjust enrichment to justify the imposition of an equitable lien, Appellee had to meet the following requirements:

To state a claim for unjust enrichment, a plaintiff must plead the following elements: 1) the plaintiff has conferred a benefit on the defendant; 2) the defendant has knowledge of the benefit; 3) the defendant has accepted or retained the benefit conferred; and 4) the circumstances are such that it would be inequitable for the defendant to retain the benefit without paying fair value for it.

"An action for ‘unjust enrichment’ exists to prevent the wrongful retention of a benefit, or the retention of money or property of another, in violation of good conscience and fundamental principles of justice or equity."


Appellants’ final argument is that the 2003 Agreement merged with or was subsumed into the 2004 Warranty Deed, thereby precluding Appellee from recovering under an "equitable lien" theory based on Appellants’ having breached the terms of the 2003 Agreement. "The general rule is that all preliminary agreements and understandings relative to the sale of land usually merge into the deed of conveyance." Opler v. Wynne, 402 So.2d 1309, 1311 (Fla. 3d DCA 1981); see Rubell v. Finkelstein, 679 So. 2d 889 (Fla. 3d DCA 1996). However, this rule is not absolute.

The rule that acceptance of a deed tendered in performance of a contract to convey land merges or extinguishes the covenants and stipulations contained in the contract does not apply to those provisions of the antecedent contract which the parties do not intend to be incorporated in the deed, or which are not necessarily performed or satisfied by the execution and delivery of the stipulated conveyance. Contractual provisions as to considerations to be paid by the purchaser are ordinarily not merged in the deed and, accordingly, evidence of such contractual provisions is admissible to show what consideration is to be paid by the purchaser although a deed has been accepted.

Milu, Inc. v. Duke, 204 So. 2d 31, 33 (Fla. 4th DCA 1967); see Rubell, 679 So. 2d at 889. "There can be no merger at law, without a union of titles in the same person; nor, in equity unless, also, there is an express or presumed intention on the part of those concerned in the transaction that it should operate as a merger." Polk Bond & Mortgage Co. v. Dwiggins, 147 So. 855, 857 (1933). That is, one must look at the intent and conduct of the parties.


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