## Facts

- Maine purchasers agreed to buy a Florida condominium unit from a developer for $150,200 and paid a 15% deposit ($22,530).
- The purchase agreement required closing on a date to be set by the seller within four years and included a clause allowing the seller to retain the deposit as liquidated damages if the buyers breached.
- After multiple extensions, the seller set a final closing date of July 20, 1982 and warned that failure to close would result in cancellation and forfeiture of the deposit.
- The buyers failed to close; the seller cancelled the agreement and retained the deposit.
- The seller resold the unit four days later for $167,500.
- The buyers sued to recover most of the deposit, arguing the liquidated damages clause was unconscionable or otherwise unenforceable; they also asserted breach of contract and fiduciary duty claims against the Maine sales agent.
- After a bench trial, the trial court found full enforcement of the forfeiture unconscionable, allowed the seller to keep only $5,704, and awarded the remainder to the buyers; it entered judgment for defendants on the broker-related counts at the close of the buyers’ evidence.

## Issues

1. Whether a 15% deposit forfeiture provision, governed by Florida law, was an unenforceable penalty or unconscionable in light of the seller’s prompt resale at a higher price.
2. Whether the trial court properly entered judgment for the defendants on the buyers’ claims against the sales agent for breach of contract and breach of fiduciary duty at the close of the buyers’ evidence in a nonjury trial.

## Decision

- The court vacated the judgment awarding the buyers a refund on the deposit claim and held the liquidated damages clause enforceable, permitting the seller to retain the full $22,530 deposit.
- The court affirmed the judgments for defendants on the breach of contract and fiduciary duty claims against the sales agent.

## Legal Principles

- Under Florida law, a liquidated damages provision is generally enforceable when the amount is reasonable in relation to anticipated damages and the actual damages are difficult to quantify at contracting.
- A liquidated damages clause will be set aside only in exceptional circumstances, such as when the forfeiture confers an unreasonably large benefit that would “shock the conscience.”
- Enforceability is evaluated as of the time of contracting and breach; subsequent events, including the seller’s resale at a profit, do not alone render an otherwise reasonable liquidated damages clause unenforceable.
- In a nonjury trial, the court may resolve factual issues and enter judgment against the plaintiff at the close of the plaintiff’s evidence when the plaintiff has failed to carry the burden of proof.

## Conclusion

The court enforced a Florida-governed 15% deposit forfeiture as valid liquidated damages despite the seller’s quick, profitable resale, and it upheld dismissal of the buyers’ separate claims against the sales agent for lack of sufficient proof.


Leeber v. Deltona Corp., 546 A.2d 452 (Me. 1988)