Redington Grand, LLP v. Level 10 Properties, LLC

Summary

The Florida Second District Court of Appeal held that limitations on the parties' contractual remedies did not render preconstruction condominium purchase contracts illusory or unenforceable. The court distinguished mutuality of remedy from mutuality of obligation, reversed the buyers' final summary judgment, and remanded for further proceedings.

Holdings

1. The contracts were not illusory or unenforceable merely because the parties' remedies differed. Mutuality of obligation is required for consideration, but mutuality of remedy is not; parties may agree to limit their respective remedies and those remedies need not be identical.
2. Even assuming the contracts lacked mutuality of obligation at their inception, the developer's performance could cure that defect and provide a complete defense to the buyers' claim based on lack of mutuality of obligation; therefore, summary judgment for the buyers on that basis was improper.
3. Cases addressing whether remedial limitations prevented a developer from qualifying for the Interstate Land Sales Full Disclosure Act's two-year completion exemption did not support a conclusion that the contracts were illusory and unenforceable in this non-ILSA dispute.

Questions Presented

1. Whether contractual provisions limiting the parties' remedies, including allowing the developer to retain buyers' deposits while limiting buyers primarily to return of their deposits or specific performance, rendered the contracts illusory and unenforceable.
2. Whether any lack of mutuality of obligation could support summary judgment for the buyers when the developer asserted and presented evidence of performance.
3. Whether the circuit court properly relied on cases interpreting the Interstate Land Sales Full Disclosure Act to invalidate the contracts.

Disposition

reversed_and_remanded