## Facts

- A purchaser contracted to buy a residential lot and home to be built by the developer for $105,690 and paid a $10,568 deposit.
- The contract anticipated a “Winter 1978-79” closing, but construction delays pushed completion to late summer 1980.
- Closing was to occur after the seller gave ten days’ written notice; upon receiving notice, the purchaser sought financing.
- The purchaser could not obtain financing within the stated time and requested additional time to pay the balance.
- The seller refused, asserted that time was of the essence, terminated the contract, and resold the property for $170,000.
- The trial court found the seller failed to act in good faith by denying a reasonable time to close and by terminating the contract, and it awarded the purchaser $64,310 (the seller’s resale profit) plus $43,295.38 in prejudgment interest.
- The district court affirmed, and the Florida Supreme Court reviewed for conflict with decisions addressing damages where there was no subsequent resale profit.

## Issues

1. Whether a buyer under a land-sale contract may recover, as damages, the seller’s profit from a later resale of the same property when the seller’s conduct breached the contract and prevented the original sale, even absent proof of fraud or subjective bad faith.
2. Whether construction delays and the seller’s conduct can waive strict enforcement of a “time is of the essence” position, requiring that the buyer be given a reasonable time to perform after notice of closing.

## Decision

- The Florida Supreme Court approved the district court’s decision and affirmed the judgment for the purchaser.
- The Court held that the purchaser could recover the profit the seller realized on the subsequent resale, plus prejudgment interest.
- The Court concluded that proof of fraud or subjective bad faith was not required for recovery of the resale profit where the seller breached and then sold the property to another buyer at a higher price.
- The Court treated the seller’s delays and conduct as negating strict insistence on immediate performance, entitling the purchaser to a reasonable time to close.

## Legal Principles

- When a vendor bound by a prior land-sale contract becomes unable to perform because it sells the same property to a later purchaser, the vendor must account to the prior vendee for any profit from the later sale (vendor holds the profit for the prior vendee’s benefit).
- A vendee’s recovery of the vendor’s later resale profit does not depend on proving fraud or moral bad faith; the remedy flows from the vendor’s breach coupled with a profitable subsequent sale that defeats the prior contract.
- A seller who, through substantial delay and course of performance, cannot strictly insist on immediate performance may be required to allow the buyer a reasonable time to perform after notice of closing.
- Decisions limiting damages where there is no subsequent sale or profit do not control cases involving an actual resale producing profit that made performance of the first contract impossible.

## Conclusion

The court held that a seller who breaches a land-sale contract and then resells the same property at a higher price must disgorge the resale profit to the original buyer, with prejudgment interest, even without proof of fraud or subjective bad faith, where the seller’s conduct prevented the buyer from completing the original closing within a reasonable time.


Coppola Enters., Inc. v. Alfone, 531 So. 2d 334 (Fla. 1988)