MORNING SESSION
Tuesday, February 23, 1999
QUESTION NUMBER 1
ABC, Ltd., a Florida limited partnership and owner of a shopping center in Jacksonville, Florida (the "Center"), entered into discussions with XYZ, Inc., a Texas corporation that is the owner of a national chain of shopping centers, regarding the sale of the Center to XYZ. As a result of such discussions, the parties reached an understanding that ABC would sell, and XYZ would purchase the Center at a price between $32.5 and $35 million, with the actual price to depend on the results of an appraisal by an independent professional appraiser to be jointly selected by the parties in further negotiations. The parties similarly agreed to negotiate the manner of payment, closing date and other ancillary terms in future negotiations. The parties' understanding was memorialized in a brief written agreement in principle that was signed by aut‑norized representatives of both parties. The agreement in principle also contained a so‑called "no‑shop" provision. The "no‑shop" provision contained the express statement that it was intended to be a legally binding commitment of the parties, which obligated ABC not to negotiate with any party regarding the sale of the Center for a period of 60 days from the date of the agreement in principle, or such earlier date as either party shall have notified the other party in writing of its decision to withdraw from further negotiations. Approximately 30 days after the date of the agreement in principle, ABC was persuaded to enter into a commitment to sell the Center to PDQ, Inc., following which ABC notified XYZ of its intention to withdraw from further negotiations with XYZ. XYZ sued ABC and PDQ.
Discuss the issues involved in XYZ's suit. Also discuss the likely outcome of the litigation.
END OF QUESTION NUMBER 1
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QUESTION NUMBER 2
Harry and Wendy were married ten years ago. Harry is a neurosurgeon who has been practicing medicine in Fort Lauderdale for twenty years. Wendy worked as Harry's office manager and bookkeeper for three years prior to their marriage. Wendy also prepared Harry's income tax returns and made bank deposits for Harry while performing her duties as office manager.
Prior to his marriage to Wendy, Harry had an antenuptial agreement prepared by his attorney containing the following pertinent terms: Wendy's agreement to accept a lump sum payment of $500;000 in lieu of permanent alimony; Wendy's agreement to waive her rights to temporary alimony; and, Wendy's agreement to waive any rights to child support should children be born during the marriage. Harry's attorney drafted the antenuptial agreement containing the terms Harry had requested and Harry took the document to Wendy for her signature. Harry promised Wendy that if she would sign the antenuptial agreement that he would marry her and she would not have to work as an office manager ever again. Despite her qualms over Harry's request for the antenuptial agreement, Wendy decided nonetheless that she would execute the agreement. Harry told Wendy to have an attorney review the document on her behalf, but Wendy stated that she did not need to have the agreement reviewed as she knew what Harry was worth. Wendy and Harry signed the antenuptial agreement before four witnesses and before a notary public and were subsequently married'.
During the marriage Wendy and Harry had two children, Ben who is now six and Gail who is now four. During the marriage, Harry continued with his medical practice often working more than seventy hours per week. Wendy did not work during the marriage. Wendy grew tired of Harry's long hours at the hospital and filed for divorce seeking custody of the children, permanent alimony, temporary alimony, child support and equitable distribution of all assets. Harry does not contest dissolution of the marriage, but argues that the antenuptial agreement governs all other matters associated with the divorce. Wendy asserts that the
antenuptial agreement is not enforceable.
You serve as Judge's law clerk. Judge summons you to her office and gives you the casefile containing the facts above. Judge requests
that you write her a memorandum addressing the following issues
(i) whether Florida recognizes antenuptial agreements and, if so, the requirements for a valid antenuptial agreement; .
(ii) can certain provisions of the antenuptial agreement be declared void by the court without invalidating the entire agreement and, if so, which provisions of the agreement between Harry and Wendy should be declared void and which provisions should be enforced;
(iii) in the event the entire antenuptial agreement is void, what factors should guide the court on the issues of awarding custody of the children and child support.
END OF QUESTION NUMBER 2
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QUESTION NUMBER 3
In 1968 Mr. Adams inherited a home situated on one acre of land in the city of Miami in Dade County, Florida. Mr. Adams married Mrs. Adams in 1970 and they lived in Mr. Adams' Miami home. The couple had two children: a son, Sam, born in 1971 and a daughter, Dot, born in 1983. In 1992 Sam obtained a job in Wisconsin and moved there.
Mr. and Mrs. Adams' marriage was dissolved in 1993. Under the divorce decree Mr. Adams retained ownership of the Miami home. However, the decree permitted Mrs. Adams and Dot to occupy the home rent‑free until Dot reached the age of majority or until Mr. Adams died, whichever came first.
In 1994 Mr. Adams bought a one‑bedroom condominium located in unincorporated Orange County, Florida. Mr. Adams moved into the condominium and lived alone there for two years.
In 1995 the roof of the Miami home needed replacement. Mr. Adams obtained an unsecured loan from XYZ Bank to pay for a new roof.
In 1996 Mr. Adams moved back to Miami, where he lived in a rented apartment until his death one year later. During that period,. Mr. Adams' condominium was vacant. He listed the condominium for sale with a real estate broker, but no buyer was found.
Mr. Adams died in an auto accident in 1997. His validly executed will devised all of his property to his brother Bob. The estate's only significant assets were the condominium and the Miami home. At the time of Mr. Adams' death, Mrs. Adams and Dot were still living in the Miami home.
Mr. Adams was uninsured at the time of his auto accident. Victim, the other person involved in the accident,
filed a timely lawsuit against Mr. Adams' estate and obtained a final judgment in 1998 based upon
injuries Victim sustained in the accident. XYZ Bank filed a timely claim against the estate for the unpaid balance of its loan to Mr. Adams. No objection to the claim was filed.
Discuss the rights of the various parties to Mr. Adams' condominium and his Miami home.
END OF QUESTION NUMBER 3
END _OF MORNING SESSION
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