Legacy Place Apartment Homes, LLC. v. PGA Gateway, Ltd.

Summary

The court reversed a final judgment on a breach of contract claim involving construction of RCA Boulevard under a post-closing agreement. It held that failure to meet a contractual deadline could constitute a material breach where time was of the essence, remanded for findings on waiver, and ruled that the appellant was entitled to a share of a utility connection fee credit.

Holdings

1. Because time was of the essence, PGA Gateway's failure to complete construction of RCA Boulevard by the contractual deadline constituted a material breach, and the record did not support its substantial-compliance claim. The doctrine of substantial performance is generally unavailable where a party has materially breached the agreement.
2. A time-of-the-essence provision may be waived. Because the trial court did not consider the waiver arguments, the case had to be remanded for specific findings of fact and conclusions of law regarding whether Legacy Place waived its right to demand compliance with the time provision.
3. The connection-fee credit received from the utility company was an impact-fee credit under the unambiguous post-closing agreement, and Legacy Place was entitled to share in that credit. Any judgment in favor of PGA Gateway had to be reduced by $141,797.15.

Questions Presented

1. Whether failure to complete construction by a deadline made time of the essence constituted a material breach that generally precluded reliance on substantial performance.
2. Whether the record supported PGA Gateway's substantial-compliance claim and whether Legacy Place may have waived its right to enforce the contractual time provision.
3. Whether the post-closing agreement entitled Legacy Place to share in the Seacoast connection-fee credit as an impact-fee credit.

Disposition

reversed_and_remanded