Lauren Kyle Holdings, Inc. v. Heath-Peterson Construction Corp

In Lauren Kyle Holdings, Inc. v. Heath-Peterson Construction Corp., 864 So. 2d 55 (Fla. 5th DCA 2003), a real property-related case, the Fifth District addressed an agreement for the exclusive right to purchase certain real estate lots that prohibited an assignment of the agreement without the consent of the owner. 864 So. 2d at 56-57. When the purchaser entered into a contract to sell the lots to a third party, without seeking the consent of the owner, the owner filed suit for breach of contract, and the trial court found that the purchaser had breached the agreement "when it assigned all its rights under the purchase agreement to a third party." Id. at 58. The Fifth District reversed, stating that the purchaser did not transfer to the third party the right to purchase lots from the owner, and the third party "only obtained the right to purchase lots" from the purchaser. Id. According to the Fifth District, the purchaser "remained liable to sell lots to the third party even if the owner defaulted in its obligation to sell," and the third party "could not enforce its right to purchase lots directly against the owner." Id. Without addressing whether the purchaser had also transferred the exclusive right to construct homes that was part of the original agreement, the Fifth District concluded that an assignment did not occur because the exclusive right to purchase was not actually transferred and the purchaser retained the right to purchase lots from the owner in the event of a default by the third party. Id.