Summary of Waldorff Ins. & Bonding, Inc. v. Eglin Nat’l Bank, 1st DCA of Fla. (1984)
Parties: Waldorff – appellant it’s interest in the condominium stronger than two liens; Eglin – Appellee – held the two liens.
Cause of action/remedy sought: The following is a legal action of supplemental foreclosure (actually, the second half of a foreclosure against Choctaw Partnership).
Procedural History: Waldorff appeals the judgment against it. This court reverses and remands.
Facts: Choctaw developed the property and in 6/72 & executed a promissory note and mortgage for $850,000, which later rose to $1,100,000. This note assigned to Appellee bank in 1975.
4/73 – Waldorff enters into a purchase agreement for unit 111 and pays Choctaw $1,000, and Waldorff occupied in 4or 5/73.
10/73 Choctaw executes note and mortgage for $600,000, including unit 111.
6/74 Another mortgage including unit 111, this one for $95,000
1974 Waldorff releases Choctow from a $35,000 debt for insurance in satisfaction of its remaining balance still due on the condo, and gives ’em a quitclaim deed, recorded in 1975.
1976 The bank brings foreclosure, with a final judgment of foreclosure entered in 9/76, explicitly retaining jurisdiction to determine the ownership of 111
1983 Waldorff has continued to occupy and pay all bills on 111.
Issue(s): Under FL property law, did the trial court err in its judgment when it held that the insurance company had superior interest to the bank when
Holding: Yes. The 1972 mortgage lien was the only one superior to Waldorff’s title, however the 1976 foreclosure sale would satisfy this lien first. Reversed, and remanded for an entry of judgment for Waldorff.
Court’s Rationale/Reasoning: Was Waldorff’s occupancy, plus the purchase agreement, was sufficient notice? Waldorff had an equitable interest, and subsequent successors to the title take it burdened with the equitable interest of which they have constructive notice.
Waldorff purchase agreement 4/73 vest equitable title, and provides either actual or constructive notice to the banks in the Post 4/73 mortgages.
Bank had a duty to inquire as to the tenants in possessions interest.
Waldorff did complete the transaction for purchase, as they wrote off the $35K as a bad debt, valuable consideration flowed to Choctaw, who was relieved of the debt.
The court found appellee’s interest subordinate to appellant’s equitable interest received upon the initial purchase agreement, because appellee had constructive notice of appellant’s interest because appellant had actual possession of the unit that was open, visible, and exclusive. Court found that even though appellant wrongfully took a bad debt tax deduction after canceling developer’s debt, developer’s relief from debt constituted valuable consideration.
Rule: A contract to convey legal title to real property on payment of the purchase creates an equitable interest in the purchase. Beneficial ownership passes to the purchaser while the seller retains the mere naked legal title. Subsequent successors to the legal title take such title burdened with the equitable interests of which they have either actual or constructive notice.
Did court avoid issues?: No.
Dicta: Most of the decision.