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Court of Appeal of Florida, Fifth District
May 20, 2016, Opinion Filed
Case No. 5D14-2177
[*78] TORPY, J.
This dispute arises from the sale and purchase of two high-end residential lots. The lower court dismissed Appellant's fifth amended complaint for failure to state a cause of action. Appellees correctly advance several arguments supporting the dismissal, but we confine our discussion to the effect of the contractual "disclaimer" clauses on the fraud claims. Concluding that the "non-reliance" and "waiver" components of the disclaimer clauses negate Appellant's fraud claims, we affirm. We certify several questions of great public importance to the Florida Supreme [**2] Court because it has not addressed the effect of disclaimer clauses in this context in nearly 75 years, and its last pronouncement has resulted in conflicting interpretations. See Oceanic Villas, Inc. v. Godson, 148 Fla. 454, 4 So. 2d 689 (Fla. 1941).1
Appellant, Ian T. Billington, and Appellee, Ginn-LA Pine Island, Ltd., LLLP ("Pine Island"), executed a $1.35 million contract for the sale and purchase of lot [*79] 137 in the Bella Collina development in Lake County, Florida. The contract contained several disclaimer clauses relevant to this appeal, including:
14. BROKER AGENCY DISCLOSURE; COMMISSIONS; DISCLAIMER OF REPRESENTATIONS.
. . . .
NOTE: BEFORE BUYER SIGNS THE CONTRACT, BUYER SHOULD READ IT CAREFULLY AND IS FREE TO CONSULT AN ATTORNEY OF BUYER'S CHOICE.
c. Buyer understands and acknowledges that the salespersons representing Seller in connection with this transaction do not have authority to make any statements, promises or representations in conflict with or in addition to the information contained in this Contract and the Community Documents, and Seller and Broker hereby specifically disclaim any responsibility for any such statements, promises or representations. [**3] By execution of this Contract, Buyer acknowledges that Buyer has not relied upon such statements, promises or representations, if any, and waives any rights or claims arising from any such statements, promises or representations.
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192 So. 3d 77 *; 2016 Fla. App. LEXIS 7718 **; 41 Fla. L. Weekly D 1204; 2016 WL 2942185
IAN T. BILLINGTON, Appellant, v. GINN-LA PINE ISLAND, LTD, LLLP, ET AL., Appellees.
Prior History: [**1] Appeal from the Circuit Court for Lake County, Michael G. Takac, Judge.
fraud claim, clauses, negate, disclaimer, representations, non-reliance, contracts, inducement, promises, BUYER, parties, merger clause, contractual, overrule, merger, cases, misrepresentation, no-reliance, integration clause, incontestable, lease
Business & Corporate Compliance, Contracts Law, Contract Conditions & Provisions, Integration Clauses, Torts, Fraud & Misrepresentation, Actual Fraud, Elements