## Facts

- DK Arena, Inc., owned Florida real property (the Mangonia Park Jai Alai Fronton) and contracted to sell it to EB Acquisitions I, LLC, for $23 million.
- The written contract required a $1 million escrow deposit and provided a 60-day due diligence period during which EB could cancel without penalty; otherwise the deposit would be released to DK Arena and closing would proceed.
- The contract contained a clause requiring modifications to be in writing, signed, and delivered by the party to be bound.
- The parties executed a written amendment extending due diligence by 14 days to October 4, 2004.
- On October 4, the parties met and disputed whether they orally agreed to (a) an indefinite “abeyance” of due diligence while negotiating a joint venture (EB’s position) or (b) only a one-week extension with deposit release by October 11 unless EB canceled (DK Arena’s position).
- No further written extension was executed beyond October 4.
- DK Arena later sued for release of the escrow deposit and damages; EB counterclaimed, relying in part on an alleged oral modification extending due diligence.

## Issues

1. Whether an oral agreement extending or modifying a land-sale contract’s due diligence period is enforceable under Florida’s Statute of Frauds absent a signed writing.
2. Whether promissory estoppel (or an estoppel theory characterized as such) may be used to enforce an oral modification otherwise barred by Florida’s Statute of Frauds.

## Decision

- The Florida Supreme Court held the alleged oral extension/modification was unenforceable under section 725.01, Florida Statutes, because it was not memorialized in a writing signed by the party to be charged.
- The Court reaffirmed Tanenbaum v. Biscayne Osteopathic Hospital, Inc., rejecting promissory estoppel as an exception to the Statute of Frauds for contracts governed by section 725.01.
- The Court quashed the district court decision to the extent it enforced the oral modification through an estoppel theory and remanded for further proceedings consistent with its opinion.

## Legal Principles

- Contracts for the sale of land, and material modifications to such contracts, must be in a signed writing to be enforceable under Florida’s Statute of Frauds, section 725.01.
- An oral extension of a due diligence or similar contractual deadline in a land-sale contract may constitute a material modification requiring compliance with the Statute of Frauds.
- Promissory estoppel cannot be used to avoid the Statute of Frauds in actions governed by section 725.01.
- Courts must distinguish promissory estoppel (enforcement of an oral promise) from equitable estoppel based on misconduct; the former does not supply an exception to the Statute of Frauds for land-sale agreements.

## Conclusion

The Florida Supreme Court ruled that an alleged oral extension of a real-estate purchase contract could not be enforced without a signed writing and that promissory estoppel is not available to circumvent Florida’s Statute of Frauds in land-sale contract disputes.


DK Arena, Inc. v. EB Acquisitions I, LLC, 112 So. 3d 85 (Fla. 2013)