Harrell v. Sea Colony, Inc.

Harrell (plaintiff) contracted to buy a condominium from Sea Colony (defendant), paying a deposit and giving a promissory note for the balance, with closing to occur once Sea Colony notified him of substantial completion and he chose an attorney's office. Harrell never responded to Sea Colony's request to pick a closing office, and later asked to cancel; an agent of Freeman (defendant), Sea Colony's managing agent, initially said he could not, but then sent him a cancellation form, which Harrell returned with a handwritten condition that cancellation depended on getting his deposit back. Sea Colony then sold the unit to another buyer, later telling Harrell it accepted his cancellation but would keep his deposit, returning his promissory note along with his form with the deposit condition crossed out. Harrell sued Sea Colony and Freeman for anticipatory breach, and the trial court found Harrell had unilaterally cancelled the contract and ruled for the defendants; Harrell appealed.