Hillcrest Pac. Corp. v. Yamamura

Hillcrest Pac. Corp. v. Yamamura

Opinion

 [*1054] TAYLOR, J.

This appeal of the dismissal of a twelve-count complaint arises from the sale and purchase of a golf course in Broward County, Florida. We affirm the order of dismissal because we find that the appellants failed to state a cause of action for fraud in the inducement, breach of fiduciary duty, breach of the duty of fair and honest dealing, and conspiracy. We further find that the trial court did not abuse its discretion in granting the dismissal with prejudice in light of the clear language of the sale and purchase agreement, which contradicted the allegations of the complaint and showed that the appellees did not act as agents for the appellants [**2]  and did not misrepresent any material facts on which appellants justifiably relied.

In 1990, Pacific Atlas Development Corp. ("Pacific") ¹ consulted with Kenneth Ohara, a licensed California real estate salesman, and New Rex Corporation regarding the purchase of a golf course in South Florida. Hollywood Partners, Ltd. ("Seller") owned Hillcrest Country Club and Golf Course (the "Property"), located in Hollywood, Broward County, Florida. Ohara contacted Pacific regarding the potential sale and purchase of the Property, and delivered to Pacific a document entitled "Summary of the Subject Property" (the "Summary"), which was prepared jointly by Ohara, Terumasa Mayama and Herbert Yamamura in English and Japanese.

The [**3]  Summary stated that the "Proposed Sales Price" of the Property was $ 9.6 million. It also estimated the Property's annual income and expenses, described the physical facilities and membership, reported the costs of recent renovations, and provided other descriptive data about the Property, including a statement recommending that Pacific purchase the Property to develop its real estate business in South Florida.

After receiving the Summary, in early March 1990, Pacific's president, Yoshio Sawada, met with Ohara, Mayama, and Yamamura ("Appellees") in South Florida. Together they toured the Property and other golf courses in South Florida for comparison purposes. During the meeting, the appellees again told Sawada that the Seller's asking price was $ 9.6 million. At that time, appellees knew that the Seller had agreed to pay them any amount received from Pacific in excess of $ 6.2 million as "finder's fees, agency fees, or commissions." This fee or commission agreement was not disclosed to Pacific.

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