INLET BEACH CAPITAL INVESTMENTS, LLC, U.S. 98 CAPITAL INVESTMENTS, LLC, DAVID R. PEARSON, Plaintiffs - Appellants,
FEDERAL DEPOSIT INSURANCE CORPORATION, as receiver for Peoples First Community Bank Panama City, Florida, a.k.a. FDIC, Defendant - Appellee
Appeal from the United States District Court for the Northern District of Florida. D.C. Docket No. 5:13-cv-00021-RS-CJK.
For Inlet Beach Capital Investments LLC, U.S. 98 Capital Investments LLC, David R. Pearson, Plaintiffs - Appellants: Roy E. Barnes, The Barnes Law Group, LLC, Marietta, GA; Derrick G. Bennett, Law Office of Derrick G. Bennett, PA, Panama City, FL; Fred Douglas Bentley Jr., Bentley Bentley & Bentley, Marietta, GA; Kimberly Elaine Coleman, Charlotte B. Perrell, Perrell Law, LLC, Atlanta, GA.
For FEDERAL DEPOSIT INSURANCE CORPORATION, as receiver for Peoples First Community Bank Panama City, Florida, Defendant - Appellee: Joseph Brooks, Federal Deposit Insurance Corporation, Appellate Litigation - Legal Division, Arlington, VA; J. Robert Hughes, Holly Kathleen Melzer, Barron & Redding, PA, Panama City, FL; Pamela C. Marsh, U.S. Attorney's Office, Panama City, FL.
For PRESCIENT INC, In Capacity as Agent for FDIC-R, Defendant: Jaken Everette Roane, Guilday Schwartz Simpson West Hatch & Lowe, PA, Tallahassee, FL.
For United States of America, Defendant: Pamela C. Marsh, U.S. Attorney's Office, Panama City, FL.
Before WILSON and ROSENBAUM, Circuit Judges, and HUCK,[*] District Judge.
HUCK, District Judge:
Appellants Inlet Beach Capital Investments, LLC, U.S. 98 Capital Investments, LLC, and David R. Pearson (collectively, Appellants) appeal from the district court's order entering final judgment in favor of Appellee, the Federal Deposit Insurance Corporation as Receiver (FDIC-R), following the district court's dismissal of Appellants' Amended Complaint. While Appellants raise numerous and complex issues on appeal, our determination that the limitation of remedies provision in the parties' purchase contract is enforceable disposes of the case. Accordingly, we AFFIRM the district court's ruling.
This case arises from contracts to purchase real estate. The real estate is approximately forty acres of land in Panama City Beach, Florida, formerly owned by Peoples First Community Bank. This real estate consists of two parcels, a commercial parcel and a residential parcel. The residential parcel contains fifty-three lots. After the bank failed, the FDIC-R was appointed as its receiver, and took control of the bank's assets.
Appellants, plaintiffs below, consist of David Pearson, a developer, and two entities that he owns and controls as managing member: Inlet Beach Capital Investments, LLC and U.S. 98 Capital Investments, LLC. Appellants contracted to purchase both parcels of land. Inlet Beach was the purchasing party to the residential property contract (the Inlet Beach Contract). Inlet Beach also entered into a contract for the purchase of the commercial property, but later assigned the contract to U.S. 98 (the U.S. 98 Contract). The purchase price was $1,203,000 for the residential parcel and $635,000 for the commercial parcel.
Prior to closing on the U.S. 98 Contract, Appellants discovered an error in the legal description of the commercial parcel. Specifically, the commercial parcel's description erroneously included twenty-one of the residential lots and a private access road, both of which were pledged in the residential contract. The parties closed on the commercial parcel despite the erroneous description.
In order to close on its residential contract, Inlet Beach demanded that the FDIC-R reacquire the portion of the residential parcel that had been mistakenly included in and conveyed with the commercial parcel. Ultimately, given Inlet Beach's demand, this proposed resolution would have resulted in a net payment from ...