The Circuit Court for the Seventh Judicial Circuit in and for St. Johns County issued Findings of Fact and Analysis of Law following a non-jury trial in litigation involving the Park Street Revocable Trust and Beachway Restaurants. FLLM presents a neutral transaction-focused summary followed by the complete 42-page findings in an on-page reader.
What the trial court addressed
The court described a Florida quota liquor license as having two distinct interests: the property interest in the license and the use rights associated with operating under the license. The findings concluded that the property interest can have value independent of the use rights and treated regulatory approval to exercise the license privileges as a separate issue.
The decision also addressed the parties' closing obligations, specific performance, a recorded lis pendens, and the knowledge of a later purchaser concerning the earlier specific-performance litigation.
What the court ordered
The trial court granted the relief sought by the Park Street Trust and entered final judgment of specific performance against Beachway as to the liquor license at issue. The court retained jurisdiction to enforce the judgment and address additional relief described in the findings.
Why this matters to Florida liquor-license transactions
For buyers, sellers, brokers and lenders, the decision is relevant to transaction structuring, title and lien due diligence, contract remedies, pending litigation, and the distinction the trial court drew between ownership of a property interest and regulatory approval to exercise license privileges.
- Define precisely what interest is being bought or sold and what must be delivered at closing.
- Investigate liens, pending lawsuits and recorded notices before funding or closing.
- Address title-curing duties and specific-performance remedies expressly in the purchase agreement.
- Keep private transaction rights analytically separate from DBPR / ABT approval to operate under a license.
This is a Florida circuit-court trial decision, not statewide appellate precedent. FLLM presents the decision for market and educational context and does not express an opinion on the correctness of the ruling or provide legal advice.
For a broader explanation of how Florida law can treat a liquor license as a regulatory privilege while recognizing transferable economic and property-like characteristics in other contexts, read FLLM's Is a Florida Liquor License Property or a Privilege? explainer.
For users seeking counsel for a Florida liquor-license dispute or appeal, FLLM also maintains an independent directory of Florida Liquor License Litigation & Appeals Attorneys.
Full court findings · FLLM reader
Findings of Fact and Analysis of Law Following Non-Jury Trial
CA24-0884 consolidated with CA21-0298 · Filed September 26, 2025 · 42 pages
FLLM reader copy: the complete text is reproduced from the filed findings for convenient on-site reading. Typography, spacing and line breaks differ from the clerk-filed document, and this reader is not a certified court record.
IN THE CIRCUIT COURT FOR THE SEVENTH JUDICIAL CIRCUIT,
IN AND FOR ST. JOHNS COUNTY, FLORIDA
H. TIMOTHY GILLIS, IN HIS CAPACITY CASE NO.: CA24-0884
AS TRUSTEE OF THE PARK STREET REVOCABLE CONSOLIDATED WITH CA21-0298
TRUST U/A/D MARCH 12, 2014 DIVISION: 59
-VS-
BEACHWAY RESTAURANTS, LLC; JAMES WIGG;
NIEVES WIGG
DEFENDANTS
a
——‘—‘—(“‘i‘i‘
iéi_i
BEACHWAY RESTAURANTS, LLC
PLAINTIFFS
-VS-
ABERDEEN LIQUOR, INC. AND
EXCHANGE ENTERPRISES, INC B/D/A
THE FLORIDA LIQUOR LICENSE EXCHANGE
DEFENDANTS
/
FINDINGS OF FACTAND ANALYSIS OF LAW FOLLOWING NON-JURY TRIAL
This matter is before the Court following a multi-day non-jury trial between H. TIMOTHY
GILLIS, in his capacity as Trustee of the PARK STREET REVOCABLE TRUST U/A/D MARCH
12, 2014’s (the “Park Street Trust” or “Buyer”) and Beachway Restaurants, LLC (“Beachway” or
Seller”) for specific performance in St. Johns County, Florida.! The Court having considered the
testimony of all witnesses, all exhibits entered in the case, arguments of Counsel, proposed final
orders, applicable laws cited and being otherwise fully advised in its premises finds as follows:
1 By the time of the trial, PRS Amusements dismissed their count and the Court severed the claims of James Wigg
and Beachway against Aberdeen Liquor Inc essentially finally going to trial on the original parties of the CA21-0298
case.
1
Filed 09/26/2025 03:09 PM with the Clerk of the Circuit Court, St. Johns County, Florida, DIN: 143 This is an interesting case that surrounds an intangible but very valuable piece of property.
Property that is in finite amount thus great in demand and monetary value in an ever expanding
county — A liquor license.
FINDINGS OF FACT
The Parties and Jurisdiction
Plaintiff is a trust organized and existing under the laws of the State of Florida and with its
principal place of business located in Jacksonville, Duval County, Florida. Plaintiff's Plaintiffs
Complaint for Specific Performance (“Complaint”), 4 1; Defendant’s March 8, 2023 Answer to
Complaint for Specific Performance (Answer), 1. The Court heard trial testimony from Plaintiff’ s
Trustee H. Timothy Gillis. Mr. Gillis was admitted to the Florida Bar in 1998, is a practicing
attorney located in Jacksonville Florida, and an equity partner of the law firm Burr & Forman LLP.
Prior to joining Burr & Forman LLP this year, Mr. Gillis was the managing partner of the
Jacksonville office of the law firm Shutts & Bowen LLP (“Shutts”), the law firm that represented
the Park Street Trust at the time of the transaction. Trial Transcript (T.”), Volume I (“I.”), 91: 18-
25; T.1.93:22-25; T.1.94:1-7.* At all times the sole purposeofthe trust was to obtain a liquor license
which would then be transferred to Winn-Dixie.
The Court heard trial testimony from Barry B. Rosayn, the managing partner of
RealtyMasters Licensing, LLC d/b/a RealtyMasters (“RealtyMasters”). Mr. Rosayn has been a
Florida Licensed real estate broker, a sales person specializing in retail commercial leasing and
Florida alcoholic beverage licensing, and has been involved with between 3,800 and 4,000 liquor
* References to the Trial Transcript herein are denoted “T.” then “I.,” “IL.” “II,” or “IV.” For Volume Number, then
page number, and then a “:” before the line designation. Volume I was the July 14, 2025, trial day, Volume II was the
July 15, 2025, trial day, Volume III was the July 16, 2025, trial day, and Volume IV was the July 17, 2025, trial day.
2licenses in the state of Florida. Trial Transcript (“T.”), Volume II (“II.”), 205:14-23; 209:4-9. Mr.
Rosayn acted as the broker and agent for this transaction, and the parties agreed that Mr. Rosayn
and RealtyMasters would be the Escrow Agent. T.I.100:9-13; T.1.108:7-11.
Defendant Beachway Restaurants, LLC, is a limited liability company organized and
existing under the laws of the State of Florida, with its principal place of business located in St.
Augustine, St. Johns County, Florida. Complaint, § 2; Answer, § 3. The Court heard trial testimony
from James Wigg, the corporate representative of Beachway. James Wigg has been convicted of
two crimes of dishonesty. Trial Transcript (“T.”), Volume IV (“IV.”), 627:3-8.
The Court also heard trial testimony from Kevin Ward, the principal of Exchange
Enterprises. Mr. Ward has beena liquor license broker for 29 years and has been involved with
the transfer of over 3,000 liquor licenses. Trial Transcript (T.”), Volume HI (“HI.”), 348:21-25;
349:1-8.
The Parties admit that personal and subject matter jurisdiction and venue are property in
this Court. Complaint, {{ 3-4; Answer, 3-4.
The Severing of Parties and Claims
The Court severed the Park Street Trust’s non-jury trial claim for specific performance
from the consolidated case, thereby removing defendants Aberdeen Liquor, Inc. (“Aberdeen”) and
Exchange Enterprises, Inc., d/b/a The Florida Liquor License Exchange (“Exchange Enterprises”)
from this bench trial. The Court was inclined to sever the Park Street Trust’s non-jury trial claim
for specific performance from the scheduled jury trial in an effort to simplify the issues in the
consolidated case, and did this, in part, because of a stipulation first represented by Aberdeen’s
attorney Enk Johanson, which the Court ultimately required Aberdeen’s principal, Talal Askar,
make under oath, at the inception of the trial proceedings, whereby Aberdeen agreed to abide by
3the Court’s ruling in the Bench Trial with respect to whether the Park Street Trust was entitled to
specific performance, and if so, ultimately transfer the License to the Park Street Trust. T.I.48:2-
25; T.1.49:1-25; T.1.50:1-23.
The Property at Issue
The property at issue and the subject of the Asset Purchase Agreement in this case
(“Agreement”) is the quota alcoholic beverage license number BEV5600184 (the “License”), a
series 4COP license issued by the Division of Alcoholic Beverages and Tobacco (“DABT’”) for
use in St. Johns County, Florida. Complaint, § 5; Answer, 5; Trust’s Trial Exhibits (“TTE”) 1.
A quota liquor license is one that is issued by the state of Florida based upon quota
increases in population. T.I.109:12-21; T.II.206:20-25. Quota liquor licenses are movable through
the county and may only be acquired from an existing or current licensee within that county.
T.II.206:20-25. The design of this systems means there will be only so many establishments that
distribute liquor, whether it be at a traditional bar that serves of stores that packages. The named
bars and establishments will go in and out of business but the overall amount in a county will
remain the same. At the time the Agreement was entered, the License was the only available liquor
license in St. Johns County, making it unique property. T.I.109:12-21.
A quota liquor license has two separate and distinct interests, (1) the property interest in
the license, and (2) the use rights associated with the license. T.II.262:4-17; T.IV.490:24-25;
T.I1.491:1-5; T.IV.497:4-14. The purchase of the property interest in the license does not require
DABT approval, and such approval is not necessary to purchase a quota liquor license. T.II.262:4-
17; T.IV.490:24-25; T.I1.491:1-5. This means that someone who will eventually be disapproved
for using the license because of a criminal history can still own rights to the actual license. Simply
put; just because you can’t use it does not mean you cannot own it.
4 It is possible to transfer the property interest in a liquor license without actually having
anything happen at the DABT level. T.I1.449:11-25; 450:1-12. The DABT does not have a say as
to who the owner of the property interest in the liquor license is.?
Testimony showed that there are potentially 100 to 150 licenses that are owned by one
given legal entity, however, the DABT has the ownership of the license reflected elsewhere
because the owners have not yet filed paperwork to reflect the transfer of the property interest to
that legal entity. T.III.449:15-22.
The property interest in a liquor license has value independent of the use rights of the
license. T.II.262:4-17; T.IV.497:11-14. In fact, the property interest in the license may be
purchased as an investment and then sold later, like other pieces of property or commodities.
T.II.262:4-17. However, the use rights of a quota liquor license do require DABT approval for the
operation of the license. T.II.262:4-17. Further, there are some buyers that buy liquor licenses and
then sell them without the DABT ever approving the transfer. T III.449:22-25; 450:1-7. In such a
case, the buyer will have purchased and sold a liquor license without ever registering it with the
DABT. T.III.449:22-25; 450:1-7. Therefore, the buyer has come to own the property interest in a
liquor license without ever having the government recognize, authenticate, or exercise authority
over that property interest.*
Quota liquor licenses may be converted from one series type to another. T.IV.492: 20-25.
Changing the series of the license is an easy process, whether converting it from a series 4COP
license to a 3PS license, or alternatively, from a 3PS license to a 4COP license. T.IV.492: 20-25;
493:1-14; T.H1.360:10-24. A series 4COP license may be converted to a series 3PS license.
3 Notably, this was a question specifically raised by the Court during the trial proceedings. T.IV.684:22-25.
4 Further, the Court also specifically raised this issue with the Parties during the trial proceeding. T.IV.685:13-15.
5T.IV.492: 20-25. This process consists of checking the “decrease in series” box on the Liquor
License Transfer application form, and then inserting the style of the licenses or the series of
license that the applicant wants issued. T.IV.492:20-25; 493:1-14. In the case of the License, to
convert the License’s series, the applicant would check the box “decrease in series” from a 4COP
and then write in 3PS in the requested series. T.IV.492: 20-25; 493:1-14; T III.360:10-24. In fact,
if the license were in escrow, an owner could convert the series type every single day and the
DABT would allow it. T.III.359:5-17. The DABT does not usually exert more than a “rubber
stamp” when it comes to its policies and procedures. T.III.360:10-24; T.III.361:2-17; T.II.449:12-
22; T.II.262:23-25. Because of the ease of conversion of the series type, every license can be
considered a 4COP license. TIII.362:3-12.
The Execution and Purpose of the Agreement and Amendments
Southeastern Grocers, Inc. (“SEG”) is the parent company to Winn-Dixie Stores, Inc.,
(“Winn-Dixie Stores” and together with SEG, “Winn-Dixie”) and was the client of Mr. Gillis and
Shutts during the time of this transaction. T.I.94:14-18. The Park Street Trust is a common law
trust created for the purpose of purchasing alcoholic beverage licenses for its sole and ultimate
beneficiary, Winn-Dixie. T.I.95:1-11; T.1.:95:20-25; T.1.96:1-3; T.II.208:2-4.
In the normal course of purchasing alcoholic beverage licenses, the Park Street Trust would
enter into an asset purchase agreement, go through the contract process, close the contract, and at
closing, the Park Street Trust would assign its rights and the license that was being acquired by the
asset purchase agreement to Winn-Dixie, and then later, the license would be issued in the name
of the relevant Winn-Dixie entity. T.I.:95:20-25; T.1.96:1-3. The Park Street Trust is the
purchasing agent for Winn-Dixie, and while the Park Street Trust was the contractual party to the
6Agreement, it was nothing more than a mere conduit for Winn-Dixie to acquire the property
interest. T.I.:95:20-25; T.1.96:1-3.
In this case, it was important to the client, Winn-Dixie, that the Park Street Trust acquire
clean and marketable title to the liquor license, and certain business considerations by SEG
necessitated that a “Time is of the Essence” clause be included in the Agreement. T.I.94:18-25;
T.I.109:3-21. Like most businesses in this realm, obtaining the liquor license is only one element
in opening a store as the property must be obtained, the building either built or refitted for the
intended purpose, etc. Simply having the liquor license before you can use it is not helpful nor is
having a full store ready to open without the license.
On January 5, 2021, the Park Street Trust as Buyer, and Beachway, as Seller, fully executed
that certain Asset Purchase Agreement (“Agreement”) with an Effective Date of December 30,
2020, whereby the Park Street Trust agreed to purchase from Beachway and Beachway agreed to
sell to the Park Street Trust the property interest in the License. T.I.99:1-7; TTE 1.
The DABT is not a party to the Agreement, there is no involvement in the terms of the
Agreement with the DABT at the time of the Closing of the Agreement, and the Closing of the
Agreement would not require any action by the DABT. TTE 1; T.IV:490:14-19; T.IV.491:4-18.
Had the parties successfully closed the transaction contemplated in the Agreement, the
Park Street Trust would have obtained the property interest in the License, the No Lien Affidavit,
Beachway’s Company Resolution authorizing the transfer, if necessary, and the actual Affidavit
of Transferor. TTE 1; TTE 4. After the Closing, the Park Street Trust would not have obtained
the license interest* in the License, but would have obtained the Affidavit of Transferor, which
5 The terms “license interest” and “use rights” are used interchangeably throughout the testimony, and are
synonymous.
7would enable the Park Street Trust to submit an application, sometime after the Closing, to the
DABT to facilitate the transfer of the license interest of the License. T.IV:490:4-25; T.IV:491:7-
23. The relevant application form, the ABT Form 6002, is not a part of the closing documents and
therefore the transfer of the license interest has nothing to do with the transfer of the property
interest that is the subject of the Agreement; the transfer of the license interest is outside of the
scope of the Agreement. TTE 4. In fact, the Park Street Trust would never actually obtain the
license interest of the License as it would assign its rights to Winn-Dixie, which provides further
support as to why the transfer of the license interest was never part of the Agreement. T.IV.492:1-7.
Following the execution of the Agreement and acting within his role as the broker, Mr.
Rosayn commenced due diligence on the license and its ownership. T.II.212:8-19. Through due
diligence, Mr. Rosayn discovered issues with the license encumbering the ownership interest and
the transferability of the License, issues that were impediments to Closing. T.II.215:9-15.
Specifically, Mr. Rosayn discovered the following impediments: (i) sales tax issues; (11)
reemployment tax issues; (iil) missing returns; (iv) the “no-sale list” status of the License; (v)
foreclosure; and (vi) the License renewal issue. T.II.215:9-15. Curing these impediments were all
obligations of the Seller under the Agreement. T.II.225:20-25; T.II.226:1-3.
Mr. Rosayn conducted a lien search with DABT and conducted a public records search to
determine if there was any pending litigation or judgments, judgment liens, or UCC-1 financing
statements encumbering the License. T.II.212:8-19.
Mr. Rosayn provided Mr. Wigg with a Florida Department of Revenue DR-835 Power of
Attorney (“DOR POA”), which enabled Mr. Rosayn to communicate with the Florida Department
of Revenue (“DOR”) and obtain the information necessary and required to determine if there were
outstanding tax liabilities or if there were any issues that needed to be resolved as well as to obtain
8sales tax records in order to compute the “quota license transfer fee,” and other sales tax
documentation that may be necessary. T.II.212:22-25; T.II.213:1-10.
Upon the return by Mr. Wigg of the executed POA by Nieves Wigg, Mr. Wigg’s mother,
Mr. Rosayn submitted the DOR POA to the DOR to obtain a “certificate of compliance.”
T.11.212:22-25; T.I1.213:1-10. The DOR responded with a denial of the certificate of compliance
because there were a number of issues related to reemployment tax, sales tax, missing returns, and
unpaid bills. T.I1.212:22-25; T.II.213:1-10. Mr. Rosyan provided Mr. Wigg a copy of the denials
of the certificate of compliance and the judgment liens that appeared in the public records that
were from the DOR. T.1II.215:21-25.
Mr. Rosayn also discovered that the license was being foreclosed for failure to meet
obligations under a purchase money security agreement related to a loan from a group called
Provantage Group and arranged the attorney Marc Tiller. T.I1.212:22-25; T.11.213:110. Mr.
Rosayn contacted Mr. Tiller about the foreclosure, and Mr. Tiller informed Mr. Rosayn that the
foreclosure was based on Beachway’s monetary defaults. T.II.213:16-22.
In his broker role, to facilitate the Closing, Mr. Rosayn assisted Mr. Wigg in an effort to
resolve some of the Seller’s obligations, and to try to get a payoff estoppel letter from the mortgage
holder, Provantage Group. T.II.223:23-25; T.II.224:1-15; TTE 8. In fact, after the execution of the
Agreement, Mr. Rosayn and Mr. Wigg spent the following three months working together to “try
and sort out the mess of sales tax filings and payments that were needed to clear the license for
sale.” TTE 8.
Mr. Rosayn discovered that the License was on the “no-sale list” because some wholesale
venders had reported Beachway for failure to pay the bills within the statutory time frame.
T.11.214:2-7. Mr. Rosayn discovered that there were tax liens recorded both with the Florida
9Secretary of State as judgment liens and also in St. Johns County with the Clerk of the Court.
T.II.214:2-7. Mr. Rosayn also discovered that the License had not been renewed. T.I.215:11-15.
Mr. Rosayn utilized the DOR POA to request payoff letters, estoppels, and other
information from the DOR in order to work with Mr. Wigg to satisfy these Seller obligations.
T.I1.223:23-25; T.11.224:1-9.vAfter each and every item was uncovered, Mr. Rosayn
communicated with Shutts and solicited their opinions on the matters, and communicated and
provided Mr. Wigg with everything that Mr. Rosayn uncovered. T.II.214:2-19; T.I.220:13-16.
After discussing each of these items with Mr. Wigg, Mr. Wigg made several representations as to
his efforts, ability, and willingness to cure these issues, including the following:
1. Mr. Wigg represented that he was aware of the issue with the foreclosure and was
attempting to communicate with Mr. Tiller to resolve the foreclosure, but was
unable to do so. T.II.214:9-19.
2. Mr. Wigg represented that he was going to coordinate a payment or had made a
payment of some of the “no-sale list” items, in an effort to cure the issue. T.II.214:9-
19,
3. Mr. Wigg represented that he was going to coordinate a payment of one of the
outstanding sales tax liens. T.II.214:9-19.
4. Mr. Wigg represented that he would contact the payroll company to get additional
information to address the reemployment tax liens (together with the sales tax liens,
the “Tax Lien” T.II.214:9-19.
During this time, Mr. Rosayn remained in contact with the DOR and provided the DOR with
documents given to him by Mr. Wigg in an effort to clear the outstanding Tax Lien. .II.214:23-25;
T.II.215:1-5. Mr. Rosayn specifically asked Mr. Wigg if he was able to delinquently renew the
10liquor license. T.II.220:22-25; T.II.221:1-6. Mr. Wigg would ultimately coordinate having the
delinquent renewal fee paid. T.II.225:11-15. Mr. Rosayn specifically asked Mr. Wigg about the
Tax Lien, and Mr. Wigg represented that he was working to get a number of the items to Mr.
Rosayn and the DOR, as Mr. Wigg was actively negotiating a reduction of the Tax Lien.
T.I1.220:22-25; T.11.221:1-6. As a result of Mr. Wigg’s representation, coupled with the fact that
Mr. Rosayn was not made a part of the negotiation process with the DOR, Mr. Rosayn relied on
Mr. Wigg to provide the final amount of the negotiated Tax Lien. T.IV.664:15-18; T.IV.666:8-10.
Once Mr. Wigg provided Mr. Rosayn some of the deliverables that Mr. Wigg represented
he would provide to Mr. Rosayn, Mr. Rosayn forwarded them on to the DOR and again applied
for a certificate of compliance. T.1.220:22-25; T.II.221:1-6. However, the second certificate of
compliance was denied as there were a number of remaining issues that had not yet been resolved.
T.IL.220:22-25; T.1L.221:1-6.
As a result of Beachway’s impediments to closing, and at the request of the Beachway, on
or about February 9, 2021, the Park Street Trust and Beachway entered into an Amendment to the
Asset Purchase Agreement (“Amendment”) whereby the Park Street Trust agreed to modify the
Agreement to extend its Closing Date. TTE 2. The Closing date was thereby modified in the
Amendment to take place on or before February 26, 2021 (‘Amended Closing Date”), with
additional provision that the Amended Closing Date could be extended by up to five (5) business
days upon the written request of either Party with all other material provisions of the Agreement
remaining the same. TTE 2. The Amendment was validly executed by the Defendant, as the
signatures of Mr. Wigg, as Authorized Member, and Nieves Wigg, as Manager, clearly appear on
the face of the Amendment on behalf of Beachway. TTE 2.
11 The purpose of the Amendment was to extend the diligence period prior to Closing to
provide Mr. Wigg with additional time to resolve outstanding issues related to the License and its
ownership, including, importantly, the negotiation and resolution of the outstanding Tax Lien.
T.II.226:13-24. Mr. Rosayn continued to work with Mr. Wigg to try to assist with the unresolved
Seller obligations related to Closing. T.II.227:5-15; TTE 8. Again with no other liquor licenses
available, Mr. Wigg was proverbially the “only show in town” so the trust needed to keep working
with him.
Prior to the end of the business day on the Amended Closing Date, the Park Street Trust,
once again, accommodated Beachway by providing it with yet another extension so that it could
negotiate, or otherwise satisfy the Tax Lien, and requested (“Second Amended Closing Date
Request”) that the Amended Closing Date be extended the extra five (5) business days provided
for in the Amendment from February 26, 2021 to March 5, 2021 (‘Second Amended Closing
Date”). T.1.115:11-18; TTE 3; TTE 8. In the email memorializing this, the Park Street Trust
specifically noted that “Buyer hereby requests to extend the Closing Date the additional 5 business
days provided under Section 3, to allow Seller the opportunity to finalize its resolution of all
matters affecting transferability of the license, including the DOR tax liability, and lien/lawsuit
matters related to the St. Johns mortgage.” TTE 3.
Between February 26, 2021, and March 5, 2021, the Park Street Trust prepared for Closing.
T.1.116:11-22. Shutts prepared the closing documents, which included the bill of sale, the Seller’s
no lien affidavit, the Beachway’s company resolution, DABT Affidavit of Transfer, and a closing
statement. T.1.116:11-22. The closing statement did not include the Tax Lien figure because
Beachway failed to provide Mr. Rosayn or the Park Street Trust with the Tax Lien figure.
T.1.116:11-22. Beachway represented that it was actively negotiating with the DOR and therefore,
12only Beachway could ever know what the Tax Lien figure was. T.I.105:7-24; T.1.156:22-25.
Knowing that the Tax Lien figure would be withheld from the gross proceeds of the sale thereby
reducing the net proceeds to Beachway, Beachway represented that it was attempting to negotiate
the Tax Lien figure down. T.I.105:7-24; T.1.156:22-25. At Closing, the amount of the Tax Lien
was Set be deducted and paid to the Department of Revenue, meaning that upon the imputation of
the negotiated Tax Lien figure and the Closing of the transaction, the impediment would be
resolved. T.I.105:7-24; T.I.156:22-25. The negotiated Tax Lien figure was solely in Beachway’s
possession and Beachway knew what the negotiated Tax Lien figure would be to release the lien.
T.I.116:19-22. Mr. Rosayn and Winn-Dixie had no way of determining the negotiated Tax Lien
even with the DOR POA, as they were not involved with negotiating the Tax Lien. Beachway
failed to provide that critical information to the Park Street Trust or Mr. Rosayn in the manner in
which Beachway had provided other information during the due diligence of this transaction, even
though providing clean title was an obligation of the Seller under the Agreement. T.I.116:19-22.
Thus, as the Closing Date approached, the only issue that remained was satisfaction of the Tax
Lien, which was being negotiated solely by Beachway and was exclusively the Seller’s obligation.
T.1.13:22-25; T.1L.227:20-25; T.I.228:1-3.
On March 4, 2021 at 4:33 PM, Sue VanLeeuwen, a Shutts attorney, sent Mr. Rosayn an
email containing PDF versions of the revised closing documents as provided for in the Agreement,
as amended. TTE 4; T.I.229:8-13. The email also stated that “[t]he Cash to Close funds have been
submitted by Buyer to, and receipt has been confirmed by, RealtyMasters. Therefore, Buyer is
ready, willing and able to close on this purchase as scheduled tomorrow, Friday, March 5, 2021,
and fully expects Seller to comply with the valid terms of the Asset Purchase Agreement, as
amended . . . if you have any questions, or modifications to the attached, please let me know.” TTE
134. Mr. Rosayn testified that “[Shutts] were coordinating the cash to close as -- and I had confirmed
it as the escrow agent, and I forwarded all of the closing documents to Mr. Wigg.” T.II.229:21-25;
T.II.230:1; TTE -230; Trust E. On March 4, 2021, at 5:23 PM, Mr. Rosayn forwarded the March
4, 2021 email from Mrs. VanLeeuwen to Mr. Wigg, notifying Mr. Wigg that the Buyer wanted to
close. T.II.228:4-10; TTE 5. On the same day, Mr. Rosayn tried numerous times to get in touch
with Mr. Wigg via phone and text so that Mr. Rosayn could review the documents ahead of the
Closing. Trust E. Mr. Rosayn was unable to reach Mr. Wigg. TTE 5. Later at 6:51 PM, Mr. Wigg
replied to Mr. Rosayn’s forwarding email® and informed Mr. Rosayn that he was having stock
market issues and other personal financial issues, and he could not complete the closing.
T.II.230:3-6. Also in that email, Mr. Wigg emphatically stated, “I do not want the first quarter
funds that are claimed by DOR deducted or paid. We cannot close until this is resolved[,
|” despite
the resolution of the Tax Lien being Beachway’s obligation at Closing. TTE 5. This email
represents the final communication from Mr. Wigg until after the lawsuit was filed four days later,
despite Mr. Rosayn’s best efforts to get in touch with Mr. Wigg. T.IV.663:20-25; T.IV.664:1-8.
Mr. Wigg’s failure to respond to Mr. Rosayn or return any of his calls on the day of Closing was
“extremely” unusual behavior from a Seller. T.1V.663:20-25; T.IV.664:1-8.
Following Mr. Wigg’s email, Mr. Rosayn, Mr. Gillis, and Mrs. VanLeeuwen exchanged
emails discussing the possibility of offering Mr. Wigg a second amendment to the Agreement to
extend the closing date to allow Mr. Wigg to resolve his last issue. TTE 10. On March 4, 2021, at
10:36 PM, Mrs. VanLeeuwen sent an email to Mr. Gillis and Mr. Rosayn with a “draft Second
6 Mr. Wigg denies ever having received the closing documents and ever having seen the March 4, 2021, 4:33 PM
email from Mrs. VanLeeuwen to Mr. Rosayn, despite having replied to that very email after it was forwarded to him
(as shown in both TTE 5 and TTE 10). T.IV. 573:10-18.
14Amendment extending closing for an additional 10 Business Days to allow Seller to negotiate and
resolve the encumbrances remaining on the liquor license.” TTE 5.
On March 5, 2021, Mr. Rosayn sent Mr. Wigg the Second Amendment. TTE 10. However,
that same day Mr. Rosayn spoke with another broker, Robert Casey. T.II.235:19-25; TTE 10.
From this conversation, Mr. Rosayn believed that Mr. Wigg did not intend to ever close the
Agreement, and rather, was shopping the license around. TTE 10. Mr. Rosayn then sent an email
to Mr. Gillis and Mrs. VanLeeuwen to inform them. TTE 10.
Consistent with Mr. Rosayn’s testimony, Mr. Gillis testified that Mr. Rosayn and the Park
Street Trust: (i) were not receiving closing documents from Beachway, (i1) that Beachway was not
complying with the finalizing of the closing documents, and (iii) that Beachway was refusing to
close. T.1.125:2-22. Also on March 5, 2021, the Park Street Trust sent a letter to Beachway: (i)
advising that the Park Street Trust stood ready, willing, and able to close the transaction set forth
in the Agreement, as amended, close the transaction on the Second Amended Closing Date, and
that “time is of the essence” with regard to same; and (ii) demanding that Beachway specifically
perform its obligations under the Agreement, as amended (as modified by the Second Amended
Closing Date Request). TTE 6.
Not surprisingly, the Agreement did not close on March 5, 2021. T.II.236:25-22. Mr. Wigg
never made a demand to close on the Agreement. T.I.165:19-22. Mr. Wigg failed to respond to the
Park Street Trust’s March 5, 2021 demand to close, or otherwise return any of Mr. Rosayn’s calls
or texts sent in an effort to close the Agreement; Mr. Wigg ignored all of these communications.
T.IL.235:22-25; T.1.236:1-4; TTE 10.
Following Mr. Wigg’s failure to close on the Agreement, Mr. Rosayn attempted to
communicate with Mr. Wigg in order to potentially execute another extension so that Mr. Wigg
15could resolve his obligation to satisfy the Tax Lien. T.II.235:22-25; T.II.236:1-4. Mr. Wigg did
not contact or communicate with Mr. Rosayn or the Park Street Trust on March 5, 2021, March 6,
2021, March 7, 2021 or March 8, 2021, after breaching his obligations under the Agreement and
ultimately failing to close. T.IV.664:2-4.
Rights, Duties, and Obligations Under the Agreement
It is undisputed that the parties entered into the Agreement, effective December 30, 2020,
which was validly executed on January 5, 2021. T.1.99:1-7; T.IV.609:6-10; TTE 1. TTE 8. It is
further undisputed that the parties entered into the Amendment, which was validly executed by the
parties on February 9, 2021, and after the 5 day extension, closing was to occur on March 5, 2021.
226. T.1.110:16-25; T.1.111:1-25; T.1IV.618:1-9; TTE 2; TTE 8.
Pursuant to Section 2 of the Agreement, the Buyer agreed to pay the Seller three hundred
and forty five thousand dollars ($345,000.00) (the “Purchase Price”) to purchase the License, all
of which was tendered to RealtyMasters (defined therein as the “Escrow Agent’) prior to Closing,
for the purpose of tendering the payment of the Purchase Price to Seller at Closing. Section 2(a)
provides that a portion of the Purchase price ($34,000.00) was to be paid, and was in fact paid,
within seven (7) business days of the execution of the Agreement. Section 2(b) provides that the
Buyer was to pay the remainder of the Purchase Price (minus the deposit) at Closing, the Closing
which was extended at Seller’s option to March 5, 2021, as permitted under Section 3 of the
Amendment. The entirety of the Purchase Price was verified to be in escrow in anticipation of the
Closing Date by the Closing Agent.
16 Section 3 provides, in pertinent portion, that it is the Seller’s obligation to pay to satisfy all
liens against the License’ (in order to deliver clean title of the License), and to record any curative
title documents. The Buyer was only responsible to pay for any lien searches and abstract fees, the
amount of the transfer fee to be assessed by the DABT in connection with the transfer of the license
(a transfer that was to occur post-Closing), and Buyer’s attorneys’ fees. While Buyer complied
with all of its Closing Cost obligations, Seller failed to satisfy all of the liens against the License,
specifically the Tax Lien prior to Closing.
Section 4 of the Agreement relates to the manner in which Closing is to occur, specifically
that the closing documents were to be exchanged remotely at Closing, which, per Section 3 of the
Amendment, was extended at Seller’s option to March 5, 2021, as a “courtesy” to provide the
Buyer with additional time to negotiate or otherwise resolve the Tax Lien. Plaintiff's phrase this
as a “courtesy” but ultimately buyer wanted to continue to “play nice” and be negotiable with seller
because again he had the only license available.
Section 5 titled “Deliveries by Seller’ governs the Seller’s deliverables under the
Agreement. This Section contains obligations and covenants that must be performed by Seller as
a condition precedent to Buyer’s obligations to close. T.I.164:21-25. The Section 5 deliverables
by Seller necessary to conduct the proper due diligence regarding the License and ownership.
T.I1.222:9-25; T.11.223:1-25; T.I1.224:1-9. Section 5 was a commonly used section by the Park
Street Trust and Mr. Rosayn. The Seller’s deliverables required under the Agreement are as
follows:
7 This was because the Seller wanted to negotiate with the authorities about reducing the tax lien.
171. Section 5(a) required the Seller to provide the Buyer with an authorization and
required DABT forms to give the Buyer the ability to obtain the Department of
Revenue clearance on the Seller’s tax account. Importantly, this section under the
title “Deliveries by Seller” only contained obligations of the Seller, and no
deliverables were required by the Buyer.
2. Under Section 5(b), Seller was to provide copies of monthly sales tax returns for
the prior 36 month period, and any estoppels, payoff letters, or releases to satisfy
or pay any obligations due and owing by Seller including, but not limited to, liens
and tax assessments.
3. Section 5(c) provides that at Closing, the Seller was to deliver the following:
i. a general warranty bill of sale free and clear of all liens and encumbrances;
ii. Certificate of Compliance issued by the DOR advising there are no
outstanding tax liabilities owed by the Seller;
iii. an executed No Lien Affidavit for the License by Beachway, Mr. Wigg, and
Mrs. Wigg, warranting the License to be free and clear of all debt,
obligations, liens... . of any nature of kind and freely transferrable to
Buyer;
iv. a company resolution of Seller authorizing the sale and transfer of the
license;
v. two original DABT Affidavits of Transfer, signed by the Seller (for the
Buyer to provide to the DABT after the Closing); and
vi. an executed Closing Statement.
18 Section 6 titled “Deliveries by Buyer” governs the Buyer’s deliverables under the
Agreement. Unlike the Seller’s obligations under Section 5, which required deliverables prior to
Closing, all ofthe Buyer’s deliverables were due at Closing, a Closing which Mr. Wigg refused to
attend (until he could finish negotiating the Tax Lien, which was not something he was entitled to
do under the Agreement). At Closing, Buyer’s deliverables were to be as follows:
i. the Purchase Price (which includes the deposit) in cash by wire to an
account in the name of the Seller; and
ii. an executed closing statement.
Section 9(a) provides the negotiated remedies available to the Buyer in the event of a
breach of the Agreement by the Seller. Importantly, the provision provides that, at the Buyer’s
election, it may choose one of three remedies, the relevant remedy in this case being to “enforce
this Agreement by suit for specific performance.” It is undisputed that this pre-negotiated
contractual remedy was an available remedy to the Buyer in the event of breach. Importantly, none
of the three remedies that the Buyer could elect were for liquidated damages or some other
monetary damages for the Buyer to recover as a result of Seller’s breach, as the parties clearly
recognized that no such amount would be adequate, and that specific performance was the more
appropriate remedy.
Section 15 is the “Time is of the Essence” clause and clearly states that “TIME IS OF THE
ESSENCE” in this Agreement. The Seller’s failure to timely comply with its obligations prior to
closing, including, most importantly, its blatant refusal to close until Mr. Wigg had finished
negotiating a reduced Tax Lien figure, was a clear violation of this provision. On the other hand,
the Park Street Trust had satisfied all of its obligations up to the point of Mr. Wigg’s refusal to
close, and stood ready, willing, and able to close at the time of Closing.
19 Section 18 titled “Judicial Interpretation” provides that if any of the provisions of the
Agreement “require judicial interpretation, the court interpreting or construing the same shall not
apply a presumption that the terms hereof shall be more strictly construed against one party by
reason of the rule of construction that a document is to be construed more strictly against the party
who itself or through its agents prepared the same, it being agreed that the agents of all parties
participated in the preparation hereof.”
The Park Street Trust was Ready, Willing, and Able to Close
The Park Street Trust performed all of its obligations under the Agreement. The Park Street
Trust completed each of its pre-closing obligations, consisting of: (i) a lien search and payment of
abstract fees, and (11) depositing 10% of the purchase price ($34,000.00) to the Escrow Agent’s
trust account. 100-101.
The Park Street Trust also prepared each of its Section 6 deliverables, none of which were
due until Closing. The Park Street Trust further completed each of its Closing obligations,
consisting of: (i) tendering the remainder of the Purchase Price to the Escrow Agent’s trust account,
and (11) preparing an executed closing statement. 108; 117; Trust D (email) (closing statement).
Because the Park Street Trust had tendered the entirety of the Purchase Price to the Escrow
Agent’s trust account as required by the Agreement in order to close, the Park Street Trust was
ready, willing, and able to close. T.I.108:7-25; T.I.109:1-2; T.1L117:5-15; TTE 4.
On March 4, 2021, at 4:33 PM the Park Street Trust sent an email to Mr. Rosayn with the
closing documents confirming that the “Cash to Close funds have been submitted by Buyer to, and
receipt has been confirmed by, RealtyMasters,” and stating that the Buyer was “ready, willing and
able to close on this purchase as scheduled tomorrow, Friday, March 5, 2021.” TTE 4. About an
hour later, at 5:23 PM, Mr. Rosayn forwarded that email to Mr. Wigg, thus providing Mr. Wigg
20with the closing documents and notice that the Park Street Trust had tendered the Purchase Price
to the Escrow Agent’s trust account, and was ready, willing, and able to close on the transaction.
TTE 4.
On March 5, 2021, the day of Closing, Plaintiff further advised the Defendant in a letter
that it was “ready, willing, and able to perform the Closing pursuant to the terms of the Agreement
and Amendment,” and demanded “specific performance of Seller’s timely closing obligations” on
that date. TTE 6. Buyer reminded Seller that it was the Closing Date, that the Park Street Trust
had performed all of its obligations for Closing, ahead of the Closing. The Park Street Trust also
notified Seller of the Time is of the Essence provision in the contract. TTE 6.
Prior to the day of the Closing, the Park Street Trust had completed all of its pre-Closing
obligations, tendered the Purchase Price to the Escrow Agent’s trust account, and stood waiting
for Mr. Wigg to participate in the Closing so that the parties could complete and exchange their
respective deliverables and close the transaction.
Seller made an argument at the close of Plaintiff's case then again in closing that buyer
never proved they had the ability to pay. While the Court addressed these issues on the record, the
Cour refers back to the beginning where it is clear that the Trust serves essentially as a pseudonym
for Winn-Dixie.
Beachway Failed to Perform its Obligations and Failed to Close
Throughout the due diligence process, Mr. Rosayn worked with Mr. Wigg to obtain
documents so that Mr. Wigg could perform each of his obligations under the Agreement. T.II.214:
9-19; T.11.215:11-25; T.I1.220:9-25; T.I.221:1-6; TTE 8. With Winn-Dixie being Mr. Rosayn’s
biggest client and his client wanting the only available liquor license for St. Johns County at the
time, it behooved Mr. Rosayn to do what he could to make this deal go through. While working
21with Mr. Rosayn, Mr. Wigg was informed of numerous issues and impediments to the closing of
the transaction. These included liens and other liabilities which affected the transferability of the
license. T.II.215:1-25. These impediments were the impetus for the Amendment to the Agreement
and the extension; TTE 8.
Mr. Wigg made numerous representations as to his efforts, ability, and willingness to cure
these issues. T.II.214: 9-19; TTE 8. In several instances, Mr. Wigg abided by these representations
and successfully cleared certain impediments. These efforts included making certain necessary
payments and providing Mr. Rosayn with necessary documents. T.I.105:7-24; T.II.220:20-25;
T.1.221:1-6.
The final impediment to the Closing of the transaction was the Tax Lien issue. T.II.228:20-
25; TTE 3; TTE 10. After multiple extensions, including the final five day extension to March 5,
2021 provided as a courtesy by the Park Street Trust to allow Beachway to negotiate a lower tax
liability with respect to the Tax Lien, the actual impediment that prevented Closing was
Beachway’s failure to provide the negotiated Tax Lien figure to the Park Street Trust because
without the Tax Lien figure, the title to the License could not be cleared and the closing documents
could not be completed.
Pursuant to the closing documents, the Tax Lien figure was set to be withheld at Closing
and paid over to the DOR at closing. T.I.104:12-25; T.1.105:1-5; T.1.156:21-25; TTE 4. This means
that on the day of Closing, if Beachway had simply provided to the Park Street Trust the Tax Lien
figure, the transaction could have closed, and the Park Street Trust could have received the License
with clean title. TTE 4. However as already stated, Mr. Wigg wanted the Tax Lien figure reduced
so that those taxes would not be withheld and paid over the DOR at closing, meaning that if
22Beachway was successful in negotiating the Tax Lien figure down, Beachway could receive more
of the gross proceeds under the Agreement. T.I.104:12-25; T.1.105:1-5; T.1.156:21-25; TTE 8.
While the Tax Lien issue remained, Beachway requested that the Park Street Trust defer
Closing, and once again, give Beachway additional time to negotiate down the Tax Lien figure
and thus resolve the Tax Lien issue. T.I.110:24-25; T.I.111:1-22. This was so Beachway could
work to negotiate the Tax Lien figure down. T.I.111:1-22. Therefore the Tax Lien figure amount
could only ever be known by Mr. Wigg because he represented that he was working with the DOR
and was trying the lower the Tax Lien figure. The amount of the negotiated Tax Lien could only
be known by Mr. Wigg, as no other parties were involved with the negotiation of the Tax Lien,
not even Mr. Rosayn. The figure was a moving number. T.I.157:1-2.
Mr. Gillis testified that the reason the Park Street Trust did not simply include the
maximum Tax Lien amount down (i.e., the figure prior to Mr. Wigg negotiating it down), was that
Mr. Wigg had requested additional time to negotiate down his obligation because he did not want
that amount withheld and paid over to the DOR at Closing. T.I.156:21-25.
On March 4, 2021, Buyer came to believe that the Seller would not close the transaction
because the Seller had ceased communicating with Buyer and indicated that he was not
participating in the Closing because of his ongoing Tax Lien negotiations. T.I.117:5-15; TTE 5.
On that same day in response at 5:23 PM, Mr. Rosayn forwarded to Mr. Wigg the March 4, 2021
email from Mrs. VanLeeuwen to Mr. Rosayn, thereby providing Mr. Wigg with the closing
documents and notice that the Park Street Trust wanted to close pursuant to the Agreement, as
amended, and that the Park Street Trust was ready, willing, and able to do so. T.1.229:21-25;
T.1.230:1-6; TTE 5. In response, Mr. Wigg replied to Mr. Rosayn’s email by saying that “I do not
want the first quarter funds that are claimed by the DOR deducted or paid. We cannot close until
23this is resolved.” TTE 10. Beachway did not provide a date or time estimate as to when the Seller
would have the required information. Mr. Rosayn forwarded Mr. Wigg’s response to the Park
Street Trust, making the Park Street Trust aware of Beachway’s blatant refusal to clear title and
close the transaction. TTE 6; TTE 10.
Beachway then ceased communications with Mr. Rosayn and the Park Street Trust on the
day of the Closing, thus indicating their inaction and silence that they would not be participating
in the Closing, even though the Park Street Trust had (1) wired the closing funds to the Escrow
Agent’s trust account, and it was sitting there ready to go, (11) signed everything that it needed to
sign, (iii) was ready, willing, and able to close, and (iv) had communicated to Beachway that the
Park Street Trust was ready, willing, and able to close. T.I.117:5-15; TTE 6. Specifically, the Park
Street Trust sent a letter to Beachway advising that the Park Street Trust stood ready, willing, and
able to close the transaction and demanded that Beachway specifically perform its obligations
under the Agreement. TTE 6.
Notwithstanding the Park Street Trust’s written demand to close and the Agreement
provision “TIME IS OF THE ESSENCE,” Beachway failed to close the transaction and convey
the License with clean title to the Park Street Trust from Beachway by March 5, 2021, and forced
the Park Street Trust to file the Complaint for Specific Performance and related Lis Pendens.
This Court is Capable of Granting Relief Despite Severing the Non-Jury Trial Claim from
the Consolidated Case.
As to the involvement of Aberdeen, Aberdeen is a party in the consolidated action. In order
for this Non-Jury Trial to proceed, on the first day of trial, the Court severed the Park Street Trust’s
Non-Jury Trial claims. The Court did this specifically because Aberdeen stipulated that it would
24recognize and abide by an Order from the Court granting the Park Street Trust the relief it seeks,
and transfer the License to the Park Street Trust in the event that it was granted a decree of specific
performance. T.I.48:14-23. Therefore, because of the stipulation, the Court is capable of granting
the relief sought by the Park Street Trust.
Even if Aberdeen had not provided its stipulation, the Court would be capable of granting
the relief sought by the Park Street Trust because there was a Lis Pendens in effect at all relevant
times. TTE 7; TTE 9. Additionally, Paragraph 11B of the Agreement for Purchase between
Beachway and Aberdeen states that “[t]here is a pending lawsuit for specific performance, CA21-
0298, St. Johns County, which includes the Seller as a named party and remains unresolved. At
some point, the final resolution of this case could potentially affect the subject license.”
Beachway’s Trial Exhibits (“BTE”) 1. Therefore, all parties to the Aberdeen contract had
knowledge of the pending lawsuit at the time their agreement was executed. T III.447:2-6. Thus,
Aberdeen was not and cannot be a bona fide purchaser, as it had actual knowledge of the subject
lawsuit. See 2000 Presidential Way, LLC v. Bank ofNew York Mellon, 326 So. 3d 64, 68 (Fla. 4th
DCA 2021) (holding that “[a] party is a bona fide purchaser for value when: ‘(1) the purchaser
obtained legal title to the challenged property, (2) the purchaser paid the value of the challenged
property, and (3) the purchaser had no knowledge of the claimed interest against challenged
property at the time of the transaction.’”).
ANALYSIS OF LAW
Applicable Legal Standard
Specific performance is an equitable remedy granted at the discretion of the trial court. As
previously noted, here it is also a specific agreed-upon contractual remedy. Actions for specific
performance may only be granted when (i) the plaintiff is clearly entitled to it, (ii) there is no
25adequate remedy at law, and (ii1) the judge believes that justice requires it. Jnvego Auto Parts, Inc.
v. Rodriguez, 34 So. 3d 103, 104 (Fla. 3d DCA 2010) (citing Castigliano v. O’Connor, 911 So. 2d
145, 148 (Fla. 3d DCA 2005)).8
Thus, the plaintiff must prove that “[a]s a condition precedent to specific performance .. .
[it] either pa[id] the contract sum; tender[ed] it; . . . [was] ready, willing and able to do so; or...
[was] excused from so doing.” /d. at 105. A plaintiff can prove that it was “financially ready and
able to buy it,” if it:
(1) ... ha[d] the needed cash in hand, or (2) ... [was] personally possessed of assets-
which in part may consist of the property to be purchased-and a credit rating which
enable [it] with reasonable certainty to command the requisite funds at the required
time, ... or (3) ... ha[d] definitely arranged to raise the necessary money-or as much
thereof as [it] is unable to supply personally-by obtaining a binding commitment
for a loan to [it] for that purpose by a financially able third party, irrespective of
whether such loan be secured in part by the property to be purchased.
Id. (quoting Hollywood Mall v. Capozzi, 545 So. 2d 918, 920-21 (Fla. 4th DCA 1989)).
Upon completion of the Plaintiff's prima facie case for specific performance, the burden
of proof then shifts to the Defendant to prove by a preponderance of evidence any affirmative
defenses it has raised.
Plaintiff's Prima Facie Case for Specific Performance
The Park Street Trust met its burden of proof at trial and established that the Park Street
Trust was entitled to the equitable remedy of specific performance. The Park Street Trust is clearly
entitled to specific performance. It is undisputed and has been clearly demonstrated that the Park
Street Trust and Beachway entered into the Agreement, as amended. TTE 1; TTE 2; TTE 3;
T.IV.609:1-9; T.IV.618;1-9. Itis undisputed, clear, and definite that Section 9(a) of the Agreement
8 The Court notes that a liquor license is not real property and therefore the Plaintiff does not have to demonstrate
proof of a heightened standard of “clear, definite, and certain” evidence applicable to real property cases.
26specifically provides that, in the event of a breach by Seller, the Buyer may elect to “enforce this
Agreement by suit for specific performance.” TTE 1. As a result of Beachway’s failure to attend
and close the Agreement, the Park Street Trust was thereby entitled to specific performance at its
discretion. TTE 1.
The Park Street Trust has no adequate remedy at law. Section 9(a) of the Agreement
specifically provides the remedy of specific performance may be elected by the Park Street Trust
in the event of a breach by Beachway. TTE 1. The presence of the bargained for remedy of specific
performance in the Agreement clearly indicates the unique value of the License. Upon a breach of
the Agreement by Seller, Section 9(a) provides for three potential elections by the Buyer. None of
those elections included a liquidated or other monetary amount, further emphasizing that money
damages would not be sufficient to make the Buyer whole. Moreover, Florida law has long
recognized liquor licenses as having the unique qualities appropriate for an award of specific
performance, “due to the limitations respecting the number and location of liquor establishments
and the conditions under which the license is issued” resulting in “an actual pecuniary value far in
excess of the license fees exacted by the state, county, and city.” See House v. Cotton, 52 So. 2d
340, 341 (Fla. 1951). When the Agreement was executed, the License was the only available liquor
license and on the day before the closing of the Agreement, there were “literally no other [liquor
license sellers],” making the License a highly valuable, rare, and unique item. TTE 10.
Justice requires a specific performance be granted. Because it is undisputed that the parties
unequivocally agreed that specific performance was a remedy available to the Park Street Trust in
the event that Beachway breached its obligations under the Agreement, an election to be made
solely at the Park Street Trust’s discretion, justice requires that specific performance be entered in
favor of the Park Street Trust. See Invego, 34 So. 3d at 105 (holding that the trial court erred by
27not awarding specific performance in light of Invego’s overwhelming evidence that it was ready,
willing, and able to perform).
The Park Street Trust was ready, willing, and able to close on the Agreement because it
had timely completed all of its pre-closing obligations including the tendering of the Purchase
Price to the Escrow Agent under the Agreement. T.I.108:7-25; T.1.109:1-2; T.1.117:5-15;
T.1.229:21-25; T.1.230:1-6; TTE 4.
The Park Street Trust performed all of its obligations under the Agreement. The Park Street
Trust completed its pre-closing obligations, which namely consisted of depositing the Purchase
Price into the Escrow Agent’s trust account as required by the Agreement. T.I.108:7-25; T.I.109:1-
2; T.1.117:5-15; T.1.229:21-25; T.1.230:1-6; TTE 4.. As such, the Park Street Trust had tendered
the Purchase Price as required by the Agreement and the money is still in the Escrow Agent’s trust
account. T.I.108:7-25; T.1.109:1-2; T.1.117:5-15; T.1.229:21-25; T.1.230:1-6; TTE 4.. The Park
Street Trust was ready, willing, and able to close the Agreement. While not required under the
Agreement or the law governing specific performance, the Park Street Trust also prepared all of
its Section 6 deliverables, including its signature pages, prior to the closing date, March 5, 2021.
T.1.108:7-25; T.1.109:1-2; T.1.117:5-15; T.1.229:21-25; T.1.230:1-6; TTE 4.
By tendering the Purchase Price under the Agreement to the Escrow Agent as provided for
under the Agreement, the Park Street Trust has clearly demonstrated that it was ready, willing, and
able to pay the contract sum.
Beachway breached the Agreement when it failed/refused to attend and close the
Agreement on the Closing date of March 5, 2021. Section 4 provides for the date and manner of
the Closing, which was extended to March 5, 2021, per the Amendment and five-day extension.
Under Section 7, the Seller warranted to the Buyer that it would transfer the License free and clear
28of any and all liens, including tax liens. TTE 1. Section 15 provides that “Time is of the Essence”
as to the Agreement, and therefore, the failure of party to timely comply with its obligations is a
breach of covenant under the Agreement. It is uncontested that Beachway failed and refused to
attend and close the transaction on March 5, 2021 as required by the Agreement, as amended, and
as a result, it breached its obligations in each of these sections under the Agreement.
The Court concludes that Park Street Trust is entitled to decree of specific performance
under the Agreement because it has demonstrated that it is entitled to the remedy of specific
performance, the Park Street Trust proved the Agreement as alleged in the complaint with clear,
definite, and certain proof, and the Park Street Trust proved that it was ready, willing, and able to
close on the contract.
Beachway’s First Defense Regarding the Prima Facie Case
At trial, Beachway argued that the Park Street Trust had not proven its prima facie case
because it had not fully performed its obligations under the Agreement. Beachway argued that the
Park Street Trust did not perform its alleged obligations under Section 5 “Deliveries by Seller”
subsection (a). Specifically, Beachway argued that the Park Street Trust did not obtain DOR
clearance.
This claim is meritless because the Agreement language is clear and unambiguous. The
plain language of the Agreement provides that the “Seller shall provide Buyer with an
authorization and required DABT forms with which to obtain Department of Revenue clearance
on Seller’s tax account.” Beachway argues that the phrase “with which” somehow creates an
ambiguity, thereby creating an obligation for the Buyer to obtain such clearance. Because the
language of the Agreement is not ambiguous, and rather, is clear and definite, such that 5(a) refers
29only to an obligation of the Seller (to provide Buyer with an authorization and DABT forms), the
plain language should prevail and no ambiguity should be read into the Agreement.
Furthermore, Section 5(c) provides that at the Closing, Beachway was to deliver a
Certificate of Compliance. By reading each of Section 5’s subsections together, it is clear that it is
the Seller’s duty to obtain and deliver a Certificate of Compliance.
Beachway also argued that because the Agreement was ambiguous, the language should
be construed against the drafter, the Park Street Trust. However, Section 18 of the Agreement
specifically instructs against this. Section 18 of the Agreement provides that if any of the
provisions of the Agreement “require judicial interpretation, the court interpreting or construing
the same shall not apply a presumption that the terms hereof shall be more strictly construed against
one party by reason of the rule of construction that a document is to be construed more strictly
against the party who itself or through its agents prepared the same, it being agreed that the agents
of all parties participated in the preparation hereof.” TTE 1.
The Court concludes that Beachway’s first defense regarding the Park Street Trust’s prima
facie case fails because the Agreement is clear and unambiguous as to the fact that Section 5(a)
does not create an obligation for the Park Street Trust to obtain DOR clearance.
Beachway’s Second Defense Regarding the Prima Facie Case
At trial, Beachway argued that the Park Street Trust did not demonstrate that it was “ready,
willing, and able” to perform the contract. Specifically, Beachway argued that the Park Street Trust
did not show that it was able to pay for the License. In support of its argument, Beachway cited to
three cases, Lusignan v. Lusignan, 972 So. 2d 1076 (Fla. 5th DCA 2008), Shapiro v. Jacobs, 948
So. 2d 880 (Fla. 3d DCA 2007), Taylor v. Richards, 971 So. 2d 127 (Fla. 4th DCA 2007), all for
the proposition that when a party is seeking specific performance of the contract, the party must
30allege and prove that they have either paid the balance necessary, tendered the balance, or are
ready, willing, and able to do so. Notably, Lusignan also holds that “to prove that a prospective
purchaser of property is ready, willing and able to buy, the purchaser must show that he is able to
command the necessary money to close the deal on reasonable notice or within the time stipulated
by the parties.” Lusignan v. Lusignan, 972 So. 2d 1076, 1077 (Fla. 5th DCA 2008) (citing Taylor
v. Richards, 971 So. 2d 127 (Fla. 4th DCA 2007)).
The Park Street Trust presented overwhelming and uncontested evidence demonstrating
that it had tendered the entire Purchase Price of the Agreement to the Escrow Agent’s trust account,
as was required by the Agreement. T.I.108:7-25; T.I.109:1-2; T.L117:5-15; T.1.229:21-25;
T.1.230:1-6; TTE 4.
The Court concludes that the Park Street Trust conclusively demonstrated that it tendered
the Purchase Price and stood ready willing and able to close pursuant to the terms of the
Agreement.
Beachway’s Third Defense Regarding the Prima Facie Case
At trial, Beachway argued that the Park Street Trust had not established its primafacie case
because the Park Street Trust did not execute the closing documents and was therefore not ready,
willing, and able to close on the Agreement. Beachway argued that Section 6 of the Agreement
required that the Park Street Trust was come to the Closing with already executed closing
statements, rather than the documents being due at Closing, as Section 6 actually provides.
This argument fundamentally misconstrues the very nature of this case. This is an action
for specific performance to close the transaction contemplated under the Agreement. The Park
Street Trust initiated this lawsuit because Mr. Wigg failed and refused to participate in the Closing
on the Closing Date. Therefore, in order to prove its prima facie case, the Park Street Trust must
31demonstrate that it was ready, willing, and able to close on the Agreement. As such, the Park Street
Trust conclusively demonstrated that it completed all of its obligations prior to the closing, the
most important being that it had tendered the Purchase Price of the Agreement to the Escrow
Agent’s trust account as required by the Agreement, which stands as uncontroverted evidence that
it was ready, willing, and able to close the transaction. T.I.108:7-25; T.1.109:1-2; T.1.117:5-15;
T.1.229:21-25; T.1.230:1-6; T.1.101:8-12; TTE 4. The Park Street Trust’s Section 6 obligations
were to occur at Closing, which never happened because Mr. Wigg failed and refused to participate
in the Closing. To be ready, willing, and able to close, the Park Street Trust only needed to tender
the Purchase Price of the Agreement to the Escrow Agent’s trust account (which it had), and be
ready, willing, and able to execute the closing statements at Closing (which it was).
But even if the Park Street Trust was somehow obligated to complete all of its Closing
deliverables prior to Closing, despite the uncontested fact that Mr. Wigg failed and refused to close
on the transaction, or otherwise show up to Closing at all, the Park Street Trust did exactly that.
Mr. Gillis testified that “[t]he money was there, we had all of our signature pages in.” T.I.108:7-
25; T.1.109.
The Court concludes that the Park Street Trust was not required to bring fully executed
closing documents to Closing, and that the Park Street Trust performed all of its necessary elements
to be “ready, willing, and able.”
Beachway’s “Time is of the Essence” Affirmative Defense
Beachway’s only affirmative defense, prior to the Court granting Beachway’s Ore Tenus
Motion at Trial to add several more, was “Time is of the Essence.” This defense alleged that “[the
Park Street Trust] failed to comply with the ‘time is of the essence’ clause of the parties’ agreement
and thus, [the Park Street Trust] waived its right to enforce the Park Street Agreement that is
32subject of this action.” Answer § 16. This is the only affirmative defense Beachway had pleaded
going into the trial.
At trial, Beachway did not pursue this defense as it did not present any evidence in support
of this affirmative defense. As such, Beachway has not satisfied its burden of proof as to this
affirmative defense.
However, to address the merit of this defense, not only is there absolutely no evidence that
the Park Street Trust failed to timely comply with any of its obligations under the Agreement or
otherwise in keeping with the “time is of the essence” clause, there is overwhelming evidence that
shows that the Park Street Trust did comply with all of its obligations prior to Closing. The Park
Street Trust’s primary pre-Closing obligation was to tender the purchase price of the License to
the Escrow Agent’s trust account.
The Court concludes that the Park Street Trust complied with all of its obligations in a
timely manner and did not waive its right to enforce Section 15 of the Agreement.
Beachway’s First Impossibility Defense: Cloud on Title
Beachway’s first of three impossibility affirmative defenses, raised for the first time at trial,
and over Plaintiff;s objections, and under the guise of a single affirmative defense, was that
performance of the Agreement was impossible because the Agreement required clean title and
there was a Tax Lien on the License.
The Tax Lien clouding the title of the License was a Tax Lien ultimately created by
Beachway’s failure to comply with its tax obligations. Resolving the Tax Lien was an obligation
of Beachway under the Agreement. T.II.225:24-25; T.II.226:1-3; TTE 1. Beachway then
maintained the Tax Lien by failing and refusing to satisfy the Tax Lien at any time prior to or at
Closing.
33 While Beachway argued that it would have been impossible to clear the Tax Lien because
“no one knew the number” and “no one could cure it,” there is overwhelming evidence to the
contrary. T.IV.528:13-18. First of all, Beachway’s position was that there was the Tax Lien issue
and it was never discussed with Mr. Wigg. T.IV.681:4-7. There is overwhelming evidence that
the Tax Lien issue was Mr. Wigg’s obligation and that Mr. Wigg represented that he would resolve
it. T.II.225:24-25; T.1[.226:1-3; T.11.214: 9-19; T.1.215:11-25; T.I1.220:9-25; T.II.221:1-6;
T.IV.664:15-18; T.IV.666:8-10; TTE 8. This evidence includes statements from both Mr. Rosayn
and Mr. Wigg. T.II.225:24-25; T.I1.226:1-3; T.I1.214: 9-19; T.11.215:11-25; T.I1.220:9-25;
T.IL.221:1-6; T.IV.664:15-18; T.1V.666:8-10; TTE 8.
As to Beachway’s contention that “no one knew the number,” Mr. Wigg represented to Mr.
Rosayn and the Park Street Trust that he was attempting to negotiate the Tax Lien down prior to
the Closing. T.I.104:12-25; T.1.105:1-5; T.1.111:1-22; ; T.1.156:21-25; T.II.220:22-25; T.I1.221:1-
6; T.IV.664:15-18; T.IV.666:8-10; TTE 8. Mr. Wigg also stated in an email on May 28, 2021, to
counsel in this case, Jeffrey S. York, an attorney at Shutts at the time, that “[Beachway] signed a
purchase contract and Barry spent the next 3 months working with me. . . to try to sort out the
mess of sales tax filings and payments that were needed to clear the license for sale. . . I was
working daily to have the interest and penalties waived on it.” TTE 8. Clearly Mr. Wigg “knew
the number” because he was working daily to have the interest and penalties waived on it. TTE 8.
The Park Street Trust relied on this representation throughout the due diligence period
because either clearing the Tax Lien and/or providing Mr. Rosayn or the Park Street Trust with
the Tax Lien figure was Beachway’s obligation under the Agreement. This reliance was reasonable
and justified because Mr. Wigg made similar representations regarding a number of other
impediments and ultimately cured them. By representing that he was attempting to negotiate down
34the lien, Mr. Wigg indicated that he had knowledge of the number he was negotiating down from.
Therefore, the tax lien figure was in the exclusive possession of Beachway and could only ever
have come from Beachway.
As to Beachway’s contention that “no one could cure it,” had Beachway simply complied
with its obligations under the Agreement and either cleared the Tax Lien itself or provided Mr.
Rosayn with the negotiated Tax Lien figure, at any point up to and including the day of Closing,
the Tax Lien would not have put a cloud on the title. Had Beachway provided the Tax Lien figure
to Mr. Rosayn or the Park Street Trust, as was Beachway’s obligation under the Agreement, Mr.
Rosayn could have aided Mr. Wigg in obtaining a certificate of clearance from the DOR.
Alternatively, the Tax Lien could have been cleared at the Closing because if Mr. Wigg had
provided the Tax Lien figure, the funds from the Purchase Price would have been deducted and
used to clear the Tax Lien. However, this is exactly why Mr. Wigg did not provide the Tax Lien
figure despite knowing the negotiated figure, because Mr. Wigg did not want the Tax Lien to be
paid out of the Purchase Price of the Agreement. In fact, this is the very basis for Mr. Wigg failing
and refusing to participate in the Closing.
Put simply, Beachway created the Tax Lien, maintained the Tax Lien, knew the Tax Lien
figure, and could have cured the Tax Lien at any point prior to or at Closing, but simply chose not
to.
Beachway further argued that even if clearing title was one of Beachway’s obligations,
Beachway should be excused as to the Tax Lien because Beachway performed with claimed
reasonable due diligence. Beachway cites to Blackmon v. Hill, 427 So. 2d 228, (Fla. 3d DCA
1983), Castigliano v. O’Connor, 911 So. 2d 145 (Fla. 3d DCA 2005), and Levin v. Lang, 933 So.
352d 107 (Fla. 3d DCA 2006), for the proposition that reasonable due diligence does not require
extraordinary efforts or expenditures as are opposed by the terms.
While showing reasonable due diligence does not require extraordinary efforts or
expenditures, Beachway’s behavior and actions regarding the Tax Lien are far from “reasonable
due diligence.” Upon the execution of the Agreement, Beachway represented that “[s]eller has
good and marketable title to the License, free and clear of any and all claims, liens, encumbrances
and security interests whatsoever.” TTE 1. Once Mr. Rosayn commenced due diligence on the
License and its ownership interest, Mr. Rosayn discovered a myriad of issues with the License,
most importantly the Tax Lien. T.II.212:22-25; T.I1.213:110. The parties proceeded with the
Agreement under Beachway’s representation that the issues, one of which being the Tax Lien,
would be clear by Closing. TTE 1. While Mr. Rosayn and Mr. Wigg worked to clear these issues,
Mr. Rosayn justifiably relied on Mr. Wigg’s representations that he was trying to negotiate the Tax
Lien figure down, as Mr. Rosayn had no involvement with the negotiation process of the Tax Lien.
This process was something that only Mr. Wigg was capable of doing. At the time, such reliance
was reasonable and justified because Mr. Rosayn and Mr. Wigg would ultimately clear every other
issue before the March 5, 2021 Closing Date.
By contrast, in Castigliano, the title company conducted a lien search on a condominium
before closing and informed the parties that there were three fraudulent mortgage liens on the
property which prevented the seller from obtaining title insurance; notably, neither the buyer nor
the seller disputed that all three of the mortgages were placed against the property without the
seller’s consent. Castigliano v. O’Connor, 911 So. 2d 145, 147 (Fla. 3d DCA 2005). Still, the
seller made all efforts to pay off the fraudulent mortgages, including an offer to lease the
condominium to the buyers, thereby cancelling the scheduled closing date while the seller made
36efforts to remove the fraudulent mortgages. /d. at 149-150. The buyer could not show that it
would not be “unjust or oppressive on the seller to have the contract enforced” in light of the
seller’s diligent efforts; and as a result, the court reversed the trial court’s grant of specific
performance to the buyer. /d at 149-150. Here, Beachway was not attempting to remove
fraudulent liens from its property to facilitate a closing; Beachway had the full knowledge and
ability to cure its own Tax Lien, but chose not to, and backed out of the scheduled Closing. There
is no similarity with Castigliano, where the seller there had dealt with fraudulent mortgages
recorded unbeknownst to him, and despite diligent efforts to remove th em. /d. at 147. To the
contrary, Beachway and Mr. Wigg were fully in control at all times of the ability to cure their Tax
Lien but made their own choice not to.
Beachway also cites to Richards v. Mindlin, 114 So. 508 (Fla. 1927) for the proposition
that when a seller cannot make good title, the court will not grant specific performance. First of
all, Richards deals with a contract to convey real property and not a liquor license. Second, the
evidence presented at trial clearly shows that Beachway had the full ability to make good title and
simply chose not to, to try to negotiate a better deal for himself in a last ditch effort to avoid paying
the full amount (or any amount) of the Tax Lien.
Although the evidence clearly shows that Mr. Wigg knew the Tax Lien figure and could
have cured at any time prior to or at Closing, even if this was a true impossibility, it is well settled
law that a seller cannot take advantage of a delay in performance that he or she created. See Forbes
v. Babel, 70 So.2d 371 (Fla.1953); Smith v. Crissey, 478 So.2d 1181 (Fla. 2d DCA 1985). Florida
courts have addressed situations such as this and have forcefully and consistently held that a party
cannot benefit froma self-inflicted delay. See, e.g., Harrison v. Baker, 402 So. 2d 1270, 1273 (Fla.
3d DCA 1981) (“[t]he record conclusively establishes that appellant’s own conduct prevented the
37closing from taking place as scheduled, thereby entitling appellee to the relief of specific
performance. A vendor cannot take advantage of a delay in performance which he himself has
fostered.”); see also Hanover Realty Corp. v. Codomo, 95 So.2d 420, 423 (Fla. 1957) (holding that
“the general rules of contract law are that where a party contracts for another to do a certain thing,
he thereby impliedly promises that he will himself do nothing which will hinder or obstruct that
other in doing the agreed thing . . . and that ‘one who prevents or makes impossible the
performance or happening of a condition precedent upon which his liability by the terms of a
contract is made to depend cannot avail himself of its nonperformance.”).
Beachway’s failure to clear the Tax Lien and make good title was clearly its own doing,
and as such, to the extent that the Tax Lien did create an impossibility for Beachway to perform
under the Agreement, Beachway cannot seek asylum under the impossibility it manufactures to
excuse closing and created as a result of its deliberate and self-inflicted delay.
The Court concludes that no impossibility existed, as Beachway was capable of providing
the License at Closing with clean title, but chose not to.
Beachway’s Second Impossibility Defense: Aberdeen
Beachway’s second impossibility defense argues that because Aberdeen is the owner of
the License and not Beachway, the Court cannot grant specific performance requiring a third party
transfer of property.
As to the involvement of Aberdeen, prior to severing on the first day of trial, Aberdeen has
always been a party to the consolidated action. In order for this Non-Jury Trial to proceed, the
Court severed the non-jury portion of the consolidated case, thereby removing Aberdeen from this
Trial. The Court only agreed to sever the Non-Jury Trial because Aberdeen stipulated that they
would recognize and abide by an Order from the Court granting specific performance in favor of
38the Park Street Trust, and transfer the license to the Park Street Trust in the event that it prevailed.
T.1.48:14-23. Therefore, because of the stipulation, the Court is capable of granting the relief
sought by the Park Street Trust, despite Beachway’s baseless assertion that the stipulation is not
sufficient. T.IV.533:4-5,
Even if Aberdeen had not provided its stipulation, the Court would be capable of granting
the relief sought by the Park Street Trust because there was a Lis Pendens in effect at all relevant
times. TTE 7; TTE 9.
Additionally, Paragraph 11B of the Agreement for Purchase between Beachway and
Aberdeen states that “[t]here is a pending lawsuit for specific performance, CA21-0298, St. Johns
County, which includes the Seller as a named party and remains unresolved. At some point, the
final resolution of this case could potentially affect the subject license.” BTE 1. Therefore, all
parties to the Aberdeen contract had knowledge of the pending lawsuit at the time their agreement
was executed. T.[I.447:2-6. Thus, Aberdeen had actual knowledge this prior lawsuit over the
License before signing any agreement with Beachway; in fact, there was testimony that Aberdeen
cancelled the transaction with Beachway in June 2022. In any event, Aberdeen has stipulated to
an Order of specific performance for the Park Street Trust and the Court needs nothing further.
Further, in Howard v. Metcalf, the court held that “it is generally true that specific
performance is appropriate to remedy a conveyance to a third party purchaser where the third party
is aware of a prior contract to sell to another.” 487 So. 2d 43 (Fla. 2d DCA 1986). Unlike Camp v.
Parks, 314 So. 2d 611 (Fla. 4th DCA 1975), relied upon by Beachway, a case that involved close
corporation stocks, Howard dealt specifically with the transfer of a liquor license, the actual
subject of this lawsuit.
39 The Court concludes that Aberdeen’s severance from this Non-Jury Trial does not affect
in the slightest the Park Street Trust’s sought relief or the Court’s ability to decree it.
Beachway’s Third Impossibility Defense: DABT
Beachway’s third and final impossibility defense is that, like Aberdeen, the DABT is a
necessary party to this action. As Beachway argued, DABT is a necessary party and the Park
Street Trust seek specific performance without the DABT for two reasons (i) because such relief
would require DABT action and (ii) because without the license interest to the License, the Park
Street Trust cannot enjoy the benefit of ownership.
The Park Street Trust is seeking specific performance of the Agreement. The DABT is not
a party to the Agreement, there is no involvement with the DABT at the time of the Closing of the
transaction, and the Closing would not require any action by the DABT, as the Agreement only
transfers the property interest in the License. TTE 1; T.IV:490:14-19; T.IV.491:4-18. Likewise, a
grant of specific performance would require no action by the DABT.
The necessary form to transfer the license interest in the License, the ABT Form 2002, was
not even one of the closing documents because the transfer of the license interest is wholly outside
of the scope of the Agreement. TTE 4. Concannon v. St. John, 384 So. 2d 903, 904 (Fla. 5th DCA
1980) (“A statutory transfer of a liquor license to satisfy the records of the State Beverage
Department is not a transfer of property rights in the license to the purchaser of a business... .”).
In fact, the Park Street Trust would never actually obtain the license interest of the License as it
would assign its rights to Winn-Dixie. T.IV.492:1-7. Thus, the DABT is irrelevant to the
Agreement and the transaction.
Next, Beachway argued that the Park Street Trust could not enjoy the benefit of ownership
of the License without obtaining the license interest. However, this contention fails to recognize
40that even if the Agreement, as bargained for by two sophisticated parties, had closed, the Park
Street Trust would never have obtained the license interest to the License. T.IV.492:1-7.
Put simply, the property interest in a liquor license has value independent of the use rights
of the license, as the property interest is inherently valuable, as the property interests are even
sometimes held as investments without ever transferring the use rights to the a license. T.II.262:4-
17; T.IV.497:11-14; T.11.262:4-17.
The Court concludes that the Park Street Trust’s requested relief would not involve DABT
in any way shape or form, and that it is not a necessary party to this action. Furthermore, Beachway
had a DABT representative to call as a witness and did not do so, and also elected to call no expert
witnesses at all on a topic where expert testimony would be needed. T.IV.458:15-18.
Therefore it is ORDERED AND ADJUDGED that:
1. The relief sought by Plaintiff in the Complaint is GRANTED.
2. Final Judgment of Specific Performance is hereby entered against Defendant
Beachway and Plaintiff is entitled to specific performance of contract as to the Liquor License at
issue;
3. The Court retains jurisdiction as necessary to enforce the terms of this Judgment,
to award attorney’s fees and costs, and for all other relief as is just and proper.
DONE AND ORDERED in chambers, in Putnam County, Florida, on 22 day of September,
2025,
2Wie
4H 47 PM CA2Z4-0884
e-Signed 9/22/2025 4:17 PM CA24-0a54
KENNETH J. JANESK IT, CIRCUIT JUDGE
Alcc: counsel of record (via e-portal)
42