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DK Arena, Inc. v. EB Acquisitions I, LLC, 112 So.3d 85, 38 Fla. L. Weekly S187

Facts

In 2004, DK Arena, Inc. entered into a contract with EB Acquisitions I, LLC for the sale of the Mangonia Park Jai Alai Fronton for $23 million, requiring a $1 million deposit and a 60-day due diligence period. After the deal collapsed, DK Arena sued EB for the deposit, while EB counterclaimed for breach of an oral joint venture agreement. The trial court found in favor of EB, stating that the due diligence period had been extended orally, which DK Arena contested based on the Statute of Frauds.

In July 2004, EB Acquisitions I, LLC (“EB”), the respondent in this case, agreed to purchase the fronton property from petitioner DK Arena, Inc. (“DK Arena”).

Issue

Whether the oral extension of the due diligence period in the contract for the sale of the sports arena was enforceable under the Statute of Frauds.

Whether the oral agreement in this case is unenforceable under the Statute of Frauds is a pure question of law, which we review de novo.

Rule

Florida's Statute of Frauds requires that contracts for the sale of land be in writing and signed by the parties. The doctrine of promissory estoppel does not serve as an exception to this requirement.

Florida's Statute of Frauds provides that all contracts for the sale of land must be memorialized in a written document signed by the parties to the contract or their lawful representatives.

Analysis

The Supreme Court of Florida analyzed the Fourth District's reliance on the doctrine of promissory estoppel to uphold the oral modification of the contract. The Court emphasized that the Statute of Frauds mandates written agreements for the sale of land, and prior case law established that promissory estoppel cannot be used to circumvent this requirement. The Court concluded that the oral agreement to extend the due diligence period was unenforceable.

Based on the precedent described above, we conclude that the Fourth District improperly applied the doctrine of promissory estoppel in upholding an oral modification to the contract between EB and DK Arena.

Conclusion

The Supreme Court quashed the Fourth District's decision and remanded the case, reaffirming that the oral extension of the due diligence period was not enforceable under the Statute of Frauds.

Accordingly, we held that the parties' oral agreement was unenforceable and affirmed the Third District's decision.

Who won?

DK Arena, Inc. prevailed in the Supreme Court, as the Court ruled that the oral modification was unenforceable under the Statute of Frauds.

DK Arena, Inc. prevailed in the Supreme Court, as the Court ruled that the oral modification was unenforceable under the Statute of Frauds.

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