## Facts

- In 1965, Walt Disney publicly announced plans to build a major theme park near Orlando, Florida, generating widespread public speculation about surrounding land values.
- Although the project was discussed publicly, the location of the park’s main access road connecting to U.S. Route 27 remained uncertain for years.
- Paul L. Curtis (defendant) and Robert L. Chapman, Jr. (plaintiff) were both active Orlando-area real estate brokers.
- Curtis believed the future Route 27 entrance to the Disney development might be located on Chapman’s 10-acre citrus orchard along Route 27, but this belief was essentially a guess while the project remained in planning.
- In 1966, Chapman agreed to sell the orchard to Curtis; title was taken in the name of Curtis’s company, L & N Grove, Inc. (L&N) (defendant).
- The agreed price was about 50% higher than the orchard’s value as an operating grove, reflecting expectations about future development rather than current agricultural production.
- The contract provided that Chapman would continue operating the orchard and selling its produce after the sale.
- Around the same period, Chapman was marketing nearby land for commercial development in anticipation of Route 27 expansion.
- In 1970, after the state highway department selected Chapman’s former orchard tract as the Route 27 entrance location for Walt Disney World, the tract’s value increased substantially.
- Chapman then sued seeking to rescind the sale and to impose a constructive trust, asserting Curtis had superior information about Disney’s plans and owed Chapman a broker’s fiduciary duty to disclose it.
- The trial court imposed a constructive trust on the orchard in Chapman’s favor, and Curtis and L&N appealed.

## Issues

1. Whether the evidence showed Curtis owed and breached a fiduciary duty to Chapman in the 1966 transaction by failing to disclose material, nonpublic information about Disney-related access plans affecting the orchard.
2. Whether the trial court could impose a constructive trust (and related rescission-type relief) absent clear and convincing proof of fraud, abuse of confidence, or comparable inequitable conduct.

## Decision

- The District Court of Appeal reversed the trial court’s judgment imposing a constructive trust.
- The court held the record did not contain clear and convincing evidence that Curtis possessed specific, material “inside information” about the Route 27 entrance location at the time of the 1966 sale.
- The court concluded the proof was inadequate to establish actionable nondisclosure or a fiduciary breach sufficient to justify the extraordinary remedy of a constructive trust.
- The court directed that judgment be entered for the defendants.

## Legal Principles

- A constructive trust is an extraordinary equitable remedy and requires clear and convincing evidence of fraud, abuse of confidence, breach of fiduciary duty, or similar inequitable conduct.
- General market speculation and predictions about future development—without proof of concrete, nonpublic facts—do not support rescission or a constructive trust based on nondisclosure.
- When parties are experienced and operate in the same market, claims of justifiable reliance on another’s silence are weaker absent proof of a special relationship and proof that the defendant withheld known, material facts unavailable to the plaintiff.
- A buyer who is also a broker is not liable for nondisclosure merely because he formed a favorable opinion about future value; liability depends on proof of a duty to disclose and proof that the buyer actually possessed and concealed material facts rather than conjecture.

## Conclusion

The appellate court set aside the constructive trust because Chapman did not prove, by clear and convincing evidence, that Curtis had specific nonpublic knowledge about the Disney World access-road decision in 1966 or that Curtis breached any fiduciary obligation in connection with the sale; the case was reversed with directions to enter judgment for Curtis and L&N Grove, Inc.


L & N Grove, Inc. v. Chapman, 291 So. 2d 217 (1974)