DK Arena, Inc. v. EB Acquisitions I, LLC

Summary

The Florida Supreme Court reviewed whether an oral extension of a real-estate contract's due-diligence period was enforceable despite Florida's Statute of Frauds. The court held that promissory estoppel cannot serve as an exception to the Statute of Frauds under Florida law, relying on Tanenbaum v. Biscayne Osteopathic Hospital, Inc. The court quashed the Fourth District's decision to the extent inconsistent with its opinion and remanded for further proceedings.

Holdings

1. An oral modification to a contract for the sale of land is unenforceable under Florida's Statute of Frauds when it is not memorialized in a writing signed by the parties or their authorized representatives; promissory estoppel may not be used as an exception to or means of circumventing the statute.
2. The waiver doctrine does not validate the alleged oral modification creating an extended, unqualified due-diligence period, although waiver may excuse a party's delayed performance when that delay was induced or approved by the opposing party.

Questions Presented

1. Whether an oral agreement extending the due-diligence period of a contract for the sale of land could be enforced under promissory estoppel or another estoppel theory notwithstanding Florida's Statute of Frauds.
2. Whether the waiver doctrine independently supported enforcement of the alleged oral modification.
3. What issues concerning the parties' entitlement to the escrow deposit and attorney's fees remained for consideration on remand.

Disposition

quashed