Uploaded April 2025 | Updated September 2026, 2 weeks ago
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San Francisco Distribution Center v. Stonemason Partners LP
Florida District Court of Appeal
183 So. 3d 391 (2014)
Liquidated damages clauses are meant to provide a fair estimate of damages at the time of contracting, particularly in cases where actual damages might be difficult to calculate. They aim to avoid litigation over damages and provide certainty.
In San Francisco Distribution Center versus Stonemason Partners, a Florida court considered whether liquidated damages clauses are enforceable in real estate contracts.
San Francisco Distribution Center entered a contract with Stonemason Partners to buy a commercial property for five point two five million dollars. The contract required San Francisco to pay a four hundred thousand dollar deposit and close within forty five days. The contract also provided Stonemason a choice between two remedies in the event of San Francisco's default. Stonemason could either retain San Francisco's deposit as liquidated damages or it could seek specific performance.
San Francisco failed to close, and Stonemason demanded the four hundred thousand dollar deposit as liquidated damages. San Francisco's broker told Stonemason that the deposit had been returned to San Francisco.
Stonemason sued San Francisco for breach of contract.
San Francisco admitted that it had failed to close, but asserted that the contract's liquidated damages clause was an unenforceable penalty clause because the contract provided for the alternative remedy of specific performance.
San Francisco also argued that the liquidated damages clause was unconscionable because several months after the default, stonemasons sold the property to another buyer for two hundred thousand dollars more than the party's contract price and thus suffered no damages.
The trial court found neither argument persuasive and granted Stonemason's motion for summary judgment.
San Francisco appealed.
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Get more case briefs explained with Quimbee. Quimbee has over 42,700 case briefs (and counting) keyed to 988 casebooks ► quimbee.com/case-briefs-overview
San Francisco Distribution Center v. Stonemason Partners LP
Florida District Court of Appeal
183 So. 3d 391 (2014)
Liquidated damages clauses are meant to provide a fair estimate of damages at the time of contracting, particularly in cases where actual damages might be difficult to calculate. They aim to avoid litigation over damages and provide certainty.
In San Francisco Distribution Center versus Stonemason Partners, a Florida court considered whether liquidated damages clauses are enforceable in real estate contracts.
San Francisco Distribution Center entered a contract with Stonemason Partners to buy a commercial property for five point two five million dollars. The contract required San Francisco to pay a four hundred thousand dollar deposit and close within forty five days. The contract also provided Stonemason a choice between two remedies in the event of San Francisco's default. Stonemason could either retain San Francisco's deposit as liquidated damages or it could seek specific performance.
San Francisco failed to close, and Stonemason demanded the four hundred thousand dollar deposit as liquidated damages. San Francisco's broker told Stonemason that the deposit had been returned to San Francisco.
Stonemason sued San Francisco for breach of contract.
San Francisco admitted that it had failed to close, but asserted that the contract's liquidated damages clause was an unenforceable penalty clause because the contract provided for the alternative remedy of specific performance.
San Francisco also argued that the liquidated damages clause was unconscionable because several months after the default, stonemasons sold the property to another buyer for two hundred thousand dollars more than the party's contract price and thus suffered no damages.
The trial court found neither argument persuasive and granted Stonemason's motion for summary judgment.
San Francisco appealed.
Want more details on this case? Get the rule of law, issues, holding and reasonings, and more case facts here: quimbee.com/cases/san-francisco-distribution-center-v-stonemason-partners-lp
The Quimbee App features over 42,700 case briefs keyed to 988 casebooks. Try it free for 7 days! ► quimbee.com/case-briefs-overview
Have Questions about this Case? Submit your questions and get answers from a real attorney here: quimbee.com/cases/san-francisco-distribution-center-v-stonemason-partners-lp
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