Rybovich Boat Works, Inc. v. Atkins
587 So.2d 519, 1991 WL 186965 (1991)
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Rule of Law:
When a contract contains both a 'time is of the essence' clause and an 'anti-waiver' clause requiring any waiver to be in writing, a party's past written extensions of a deadline do not constitute a waiver of a subsequent, final deadline unless that waiver is also executed in writing.
Facts:
- On June 18, 1985, Rybovich Boat Works, Inc. (seller) and Randall W. Atkins (buyer) entered into an option agreement for the sale of real property.
- The agreement required the buyer to establish the closing date by giving at least seven days' notice to the seller.
- The contract contained a 'time is of the essence' clause and an 'anti-waiver' clause stating that no waiver of rights would be effective unless made in writing, and that a waiver of one right would not waive any subsequent right.
- Between September 1985 and November 1987, the parties executed nine written amendments to the agreement, eight of which extended the closing date.
- In exchange for the extensions, the buyer paid additional deposits, bringing the total held in escrow to one million dollars.
- The Ninth Amendment established a final deadline, stating the closing date 'shall not be later than December 5, 1987,' and included the buyer's acknowledgment that the seller had fulfilled all obligations.
- The buyer did not give notice of a closing date, and the transaction did not close on or before the December 5, 1987 deadline.
- On February 11, 1988, the seller notified the escrow agent that the buyer was in default for failing to close by the deadline.
Procedural Posture:
- Rybovich Boat Works, Inc. and Robert C. Fisher (seller) filed suit against Randall W. Atkins (buyer) in a Florida trial court for breach of contract and to quiet title.
- The trial court granted the seller's motion for summary judgment on the buyer's affirmative defense that the seller's title was unmarketable.
- Both parties then filed cross-motions for summary judgment on the breach of contract claim.
- The trial court granted summary judgment in favor of the buyer, Atkins, concluding that the parties' inaction resulted in a mutual breach or an abandonment of the contract.
- The seller, as appellant, appealed the summary judgment on the breach of contract claim to the District Court of Appeal of Florida, Fourth District.
- The buyer, as cross-appellant, appealed the summary judgment entered against his affirmative defenses.
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Issue:
Does a buyer breach a real estate contract by failing to set a closing date by the express deadline in an agreement that contains both a 'time is of the essence' clause and an 'anti-waiver' clause, despite a prior course of dealing where deadlines were repeatedly extended in writing?
Opinions:
Majority - Warner, J.
Yes. A buyer breaches a real estate contract by failing to set a closing by the specified deadline when the contract unambiguously includes 'time is of the essence' and 'anti-waiver' provisions. The court reasoned that it cannot rewrite the clear terms of an agreement to relieve a party from an improvident bargain. The 'time is of the essence' clause made the December 5, 1987, deadline strict and enforceable. The contract placed the obligation to set the closing date on the buyer; when the buyer failed to do so and the deadline passed, the buyer was in default. The buyer's affirmative defenses of waiver and estoppel failed as a matter of law due to the contract's explicit anti-waiver clause, which required any waiver to be in writing. The previous eight written extensions did not waive the seller's right to enforce the final deadline, as the anti-waiver clause specifically stated that a prior waiver does not affect subsequent rights.
Analysis:
This decision reinforces the legal principle that courts will strictly enforce the unambiguous language of a contract, particularly when 'time is of the essence' and 'anti-waiver' clauses are present. It establishes that a history of accommodating deadline extensions does not create an implied waiver of future deadlines if the contract expressly forbids waivers not made in writing. This precedent limits the applicability of equitable defenses like waiver and estoppel in commercial transactions governed by clear, formal agreements. For future cases, this holding instructs parties that they cannot rely on a course of conduct to alter contractual obligations when the agreement itself dictates a specific, written procedure for any modifications or waivers.
