## Facts

- Patricia Pendleton contracted to buy real property from Scott and Garth Witcoski.
- When the parties signed the contract, both believed the property was zoned for residential-only use and expected it would be used for residential purposes.
- Unknown to both sides at the time of contracting, the county had already rezoned the property to allow commercial uses, making the property more valuable.
- After the contract was executed but before closing, the Witcoskis learned of the prior rezoning and demanded a higher purchase price.
- Pendleton refused to change the price and sued for specific performance of the contract.
- The trial court denied specific performance and ordered rescission, finding the parties made a mutual mistake about the property’s increased value due to rezoning.
- Pendleton appealed.

## Issues

1. Whether a real estate sales contract may be rescinded for mutual mistake when both parties assumed residential-only zoning, but the property had already been rezoned to permit more valuable commercial uses.

## Decision

- The District Court of Appeal of Florida, First District, reversed the judgment rescinding the contract.
- The court held the shared misunderstanding concerned the property’s value or economic advantage, not a type of mutual mistake that warrants rescission.
- The case was remanded with directions to enforce the agreement, allowing Pendleton to obtain specific performance at the contract price.

## Legal Principles

- Rescission for mutual mistake is an equitable remedy generally limited to cases involving a shared mistake about an existing fact that is basic to the agreement, not merely a misjudgment about the bargain.
- A mistake that amounts to a mistake about market value, profitability, or economic consequences ordinarily does not justify rescission when the parties agreed on the same identified parcel and the contract is otherwise valid.
- Zoning and rezoning are governmental actions reflected in public records; where the information is publicly available and no party engaged in fraud or concealment, equity is reluctant to unwind a completed bargain based on later-discovered value.
- When a contract does not condition performance on a particular zoning classification, the parties bear the risk that unknown or misunderstood regulatory facts may affect value, and a court will not rewrite the price after the fact.

## Conclusion

Pendleton v. Witcoski held that rescission was improper where both buyer and sellers mistakenly believed property was limited to residential zoning, but it had already been rezoned for commercial use; because the mistake affected the property’s value rather than the identity or essential character of what was sold, the appellate court reversed the rescission and directed enforcement of the contract through specific performance.


Pendleton v. Witcoski, 836 So. 2d 1025 (2003)