Federal Deposit Insurance v. ARVIDA/JMB Partners, L.P.-II

U.S. Court of Appeals for the Fourth Circuit
Federal Deposit Insurance v. ARVIDA/JMB Partners, L.P.-II, 1 F. App'x 175 (4th Cir. 2001)

Federal Deposit Insurance v. ARVIDA/JMB Partners, L.P.-II

Opinion

OPINION

PER CURIAM.

This case involves the interpretation of a land-sale agreement to purchase a real estate development. After a five week bench trial, the district court rendered judgment for the seller, Landmark Land Company of Florida, Inc. (“Landmark Florida”). The buyer, Arvida/JMB Partners, L.P.-II (“Arvida”), appeals, asserting as it did before the trial court, that Landmark Florida breached the parties’ contract, implied covenants of good faith and fair dealing, and post-closing obligations. We affirm.

I.

On November 21, 1988, Arvida entered into a land-sale agreement with Landmark Florida for the purchase of approximately 115 acres of undeveloped residential land within a development known as the Palm Beach Polo and Country Club (“Polo Club”). The Polo Club is a private recreational club that offers various amenities, including tennis, golf, pool, and polo facilities. Under the agreement, Arvida agreed to develop a residential community around the Polo Club and Landmark Florida agreed to maintain the Polo Club’s amenities and provide residents with memberships to use those amenities.

The agreement included a “no sale” clause, § 8.2, providing that “for four years after [November 21, 1988], [Landmark Florida] ... shall maintain legal and beneficial ownership and control of substantially all the Club Faeilities[.]” The agreement also contained a confidentiality clause, § 19.7, requiring that the provisions of the agreement:

will remain confidential and will not be disclosed by either party to any third party without the express consent of the other party except to the extent reasonably necessary to perform the obligations arising hereunder. All press releases and other media dissemination of information relating to the transactions contemplated by this Agreement will be subject to the prior approval of [Landmark Florida] and [Arvida].

Additionally, the agreement provided, in § 7.1, that Landmark would meet various post-closing obligations listed on a schedule that supplemented the agreement. Among other obligations, the terms of the schedule required Landmark Florida to remove cypress trees from specified locations and demuck the underlying soil.

Over the course of the four-year period following execution of the agreement, Landmark Florida’s parent company, Landmark Land Company, Inc. (“Landmark Land”) twice announced that it had entered into negotiations with third parties to sell certain of its assets, including the Polo Club facilities. On April 16, 1990, Landmark Land issued a press release indicating a potential sale of some assets, subject to various conditions, to Hon Development Company. The sale was never consummated. On January 2, 1991, Landmark Land announced another planned sale, subject to various conditions, to Daii-chi Real Estate Company. That sale never came to fruition either.

*178 On October 11, 1991, Landmark Florida filed for Chapter 11 bankruptcy. Arvida filed a claim in the bankruptcy case, essentially asserting that Landmark Florida fraudulently and in breach of its fiduciary duty breached its agreement with Arvida, causing Arvida economic losses. In response, Landmark Florida filed objections. Thereafter, Landmark Florida moved for partial summary judgment based on its objections to Arvida’s claim. In particular, Landmark Florida challenged Arvida’s tort claims based on fraudulent inducement, breach of fiduciary duty, and trade libel, Arvida’s breach of contract claims relating to the potential sale of the Polo Club facilities and over-charges for the property owners association assessments, and Arvi-da’s allegations of damages incurred after July 1991. The district court granted summary judgment in favor of Landmark Florida only on the breach of fiduciary duty and trade libel claims. As to the claim that the sale announcements breached the agreement, the court ruled that §§ 8.2 and 19.7 required Landmark Land to obtain Arvida’s consent “prior to any disclosure.”

Thereafter, the court held a five-week bench trial on the remaining claims. On June 30, 1999, the court issued its judgment on those claims, holding, inter alia, that: neither §§ 8.2 and 19.7 nor the implied covenants of good faith and fair dealing precluded Landmark Land from announcing the potential sale of the Polo Club facilities; Landmark Florida had met its contractual obligation to demuck specified portions of the land purchased under the agreement; and Landmark Florida did not cause Arvida’s financial misfortunes.

Arvida appeals.

II.

We have reviewed the record, briefs, and applicable law, and considered the oral arguments of the parties, and we are persuaded that the district court reached the correct result. Accordingly, we affirm on the reasoning of the district court. See In re Landmark Land Company of Florida, Inc., No. CIV.A.91-3291-1 (D.S.C. June 30,1999).

AFFIRMED.

Reference

Full Case Name
FEDERAL DEPOSIT INSURANCE CORPORATION, as Successor to the Resolution Trust Corporation, Creditor-Appellee, Unsecured Creditors Committee; Quinn, Emanuel & Urquhart; PGA West; Hotel Associates for Palm Springs; Palm Beach Polo and Country Club Property Owners Association, Incorporated, Creditors, and Landmark Land Company of Florida, Incorporated, Debtor-Appellee, v. ARVIDA/JMB PARTNERS, L.P.-II, Respondent-Appellant, and PGA West Residential Association, Incorporated; Palm Beach Polo Club Membership Association, Incorporated; Hotel Associates of Palm Springs, a California Limited Partnership; Capitol Hotel Group, Incorporated; KSL Recreation Corporation; TriState Group, Incorporated; Club Corporation of America; Mark Goff; Ben F. Nieman; La Jolla Pacific Equities, Incorporated; Inland Pacific Real Estate; Muia Villas Homeowners Association, Incorporated; Thomas E. Headrick; TOC, Incorporated; Kiawah Resort Associates, Respondents, and La Quinta Golf Members Association; Michael C. Moore; Palm Beach Polo & Country Club POA, Incorporated; La Quinta Medical/Commercial Plaza, Limited; Lawwrence M. Throneburg, III; John Mugni, Claimants, Mamal Motahari; Gina Trapani; D. Scott Cone; Gary Braun; Jane Hodgkins, A/K/A Jane and Walter Hostetter; Morgan Stanely Real Estate Fund, LP.; The Ocean Course, Limited; R. Geoffrey Levy; McNair & Sanford; Jones, Day, Reavis; McGlinchey Stafford; Gerald G. Barton; William W. Vaughan, III; Joe W. Walser, Jr.; Bernard G. Ille; William R. Campbell; Robert H. Habans, Jr.; Herbert v. Larson, Jr.; David Popper; Popper and Popper; Glass & Reed, Movants
Status
Unpublished