Titusville Associates, Ltd. v. Barnett Banks Trust Co.

Citations: 591 So. 2d 609; 16 Fla. L. Weekly Supp. 774; 1991 Fla. LEXIS 2129; 1991 WL 259753Docket: No. 76427

Court: Supreme Court of Florida; December 11, 1991; Florida; State Supreme Court

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Review of Barnett Banks Trust Co. N.A. v. Titusville Associates, Ltd. involves a conflict with Wakefield Nursery v. Hunter, leading to jurisdiction under Art. V. 3(b)(3), Fla. Const. In 1985, Brevard County issued industrial revenue development bonds to fund an adult living facility by Titusville Associates, which borrowed the funds under a promissory note secured by a nonrecourse mortgage and an assignment of rents. The county pledged its rights under the financing agreement to Barnett Banks for bondholder benefit. Titusville Associates was required to provide a $511,000 operating deficit letter of credit, extended until July 3, 1989, and its general partner, Michael J. Levitt, signed a personal guarantee covering deficits up to $750,000, with integration clauses in both documents.

Titusville Associates defaulted in 1987, prompting Barnett Banks to seek Levitt’s guarantee and draw on the letter of credit. Barnett Banks asserted that both were separate security sources, while Titusville Associates contended that Barnett's recovery was limited to $750,000 total, including the letter of credit. The trial court ruled in favor of Titusville Associates, citing parol evidence that linked the two documents as part of the same transaction. However, the district court of appeal reversed this decision, determining that the notice for the summary judgment hearing was timely and that the trial court improperly considered parol evidence, concluding that the letter of credit and personal guarantee were distinct contracts despite addressing the same operating deficits.

The letter of credit is identified as a partnership's contribution to the project's equity, serving as a personal guarantee for bondholders against potential operating deficits. The district court of appeal found that the summary judgment should have been granted, as the documents involved were clear and consistent with the loan transaction. The case hinges on the interpretation of Florida Rule of Civil Procedure 1.510(c), which requires a motion for summary judgment to be filed with specificity at least twenty days before the hearing. The court clarified that the twenty-day requirement pertains only to the motion itself, not the notice of hearing, which was timely served. The court acknowledged potential confusion among attorneys regarding this rule and suggested a review for possible amendments without expressing an opinion on the rule's current form. Furthermore, the court affirmed that the letter of credit and personal guarantee were unambiguous and could not be altered by parol evidence, as both documents included integration clauses and did not reference each other. The court noted that the documents could function independently without ambiguity in their terms. Consequently, the court rejected the conflicting opinion from Wakefield Nursery and upheld the ruling below, with a concurrence from multiple justices and a partial dissent from Justice Kogan, joined by Justice Barkett.