LEVINE, J.
The issue presented in this case is whether the deadline for seeking a post-closing purchase price adjustment was material to the contract. We find that the deadline was not material to the contract, as time was not of the essence. We, therefore, reverse the ruling of the trial court.
Appellee was appointed assignee and charged with liquidating the assets of Eagle International Group, an insolvent corporation. The parties entered into an asset purchase agreement and escrow agreement. Appellant paid $800,000 upfront, less certain expenses, for Eagle's assets. Appellant placed an additional $400,000 in an escrow account. From the escrowed monies, appellant could seek an adjustment in the purchase price if the purchased assets "underperformed."
Section 2.07 of the purchase agreement outlined how appellant could seek an adjustment in the purchase price:
"Measurement Period" was defined as "the last full calendar month immediately preceding the first anniversary of the Closing Date. For example, if the Closing Date is September 15, 2008 then the Measurement Period shall be the entire calendar month of August 2009."
The closing date for the purchase of assets was September 12, 2008, with the measurement period being the calendar month of August 2009. Forty-five days after the end of the measurement period was October 15, 2009. By this date, appellant was to deliver to appellee the "proposed statement" which would set forth the actual revenues for the measurement period. Appellant did not send a letter claiming that revenues were less than target revenues until November 6, 2009. Appellant claimed entitlement to all of the $400,000 funds in escrow, since revenues were less than projected, and the difference between the actual revenues and target revenues exceeded the amount held in escrow.
In response, appellee sent appellant a letter dated November 12, 2009, seeking to exercise its "sole discretion" under section 2.07 to "declare that the Measurement Period Actual Revenues have exceeded the Measurement Period Target Revenues" due to the fact that appellant failed to "deliver . . . the Proposed Statement within 45 days after the Measurement Date."
Thereafter, appellee filed a complaint against appellant seeking a declaratory judgment as to who was entitled to the funds held in escrow. Appellant filed an answer and a counterclaim, also seeking a declaratory judgment that appellant was entitled to the disputed funds held in escrow. The trial court found appellee rightfully entitled to the $400,000 held in escrow. This appeal ensues.
"The interpretation of a written contract is a question of law" and the appellate court construes the contract "under a de novo standard of review." Gilman Yacht Sales, Inc. v. FMB Invs., Inc., 766 So.2d 294, 296 (Fla. 4th DCA 2000).
In this case, the main point of contention lies within the fact that appellant failed to meet the October 15 deadline, and instead sent the notification letter, asserting that the revenue figures failed to meet the established targets, twenty-two days later on November 6.
Thus, this case revolves on whether time was of the essence and what result best supports the intent of the parties, as determined by the language of the contract. If time is not of the essence then the parties would have a "reasonable time in which to tender performance after the specified date." ADC Orange, Inc. v. Coyote Acres, Inc., 7 N.Y.3d 484, 824 N.Y.S.2d 192, 857 N.E.2d 513, 516 (2006).
The law is clear that generally
In the present case, the contract does not specify that time is of the essence. There was no evidence of hardship in the record due to the delay of twenty-two days in appellant notifying appellee by letter pursuant to section 2.07. Nor was there evidence of any notice given to the alleged defaulting party to perform pursuant to the contractual section within a "reasonable time." Finally, there is no evidence in the record that the nature of the subject matter would inform the parties that time is of the essence. In this case, the assets had already been purchased, the money was already placed in escrow, and appellee was not prejudiced by appellant's delay of twenty-two days. The contract contained only a date for performance, which, standing alone, is insufficient to make time of the essence.
In Atlanta Jet v. Liberty Aircraft Services, LLC, 866 So.2d 148, 150 (Fla. 4th DCA 2004), this court found that the failure to close on a sale by the contractually set closing date of April 15 did not entitle a party to terminate the contract since the "nonperformance" did not "go to the essence of the contract." This court found that, even though the contract provided for a closing date of April 15,
Id. at 150-51.
We also find Beeler v. Katz Enterprises (Minnesota), Inc., 2001 WL 410342 (Minn. Ct.App. Apr. 24, 2001), to be very instructive. In Beeler, appellant agreed to pay $42 million for outstanding stock pursuant to a purchase and sale agreement. The price was also subject to post-closing adjustments. Appellant had the right to seek reduction of the purchase price if annual expenses were greater than a set figure. The contract provided that appellant was to supply the calculations within forty-five days of closing, but appellant supplied the calculations thirty-five days late. The trial court found that appellant had waived the right to any reduction in price by "allowing the 45 day deadline to
Finally, where the terms of a contract are clear and unambiguous, the parties' intent must be gleaned from the four corners of the document, and in such a situation, the language itself is the best evidence of the parties' intent, and its plain meaning controls. Crawford v. Barker, 64 So.3d 1246, 1255 (Fla.2011).
In conclusion, we find that since time was not of the essence in this contract, appellant's twenty-two day delay in tendering the calculations was not material, and we should give effect to the intent of the parties by considering the calculations as stated in appellant's letter. We, therefore, reverse and remand for the trial court to enter summary judgment in favor of appellant.
Reversed and remanded.
GROSS and CIKLIN, JJ., concur.