Short Answer: Can I Stop a Commercial Closing Title Problem Florida Buyers Face?
Sometimes. A title problem can give a buyer a way out, but the purchase contract usually decides the first moves, not the defect alone. Whether a deal can be stopped depends on the contract wording and the specific problem.
Litigation is usually a later step. Most title problems are first handled through the contract’s objection, cure, and termination steps. A lawsuit becomes a real option when those steps don’t resolve the issue.
Eduardo A. Maura is the lawyer responsible for this page. Ayala Law PA’s office is at 1646 W Snow Ave in Tampa, Florida. The firm serves businesses in Tampa and Hillsborough County.
If a title problem has put your commercial closing in doubt, you don't have to sort through the contract deadlines alone. Call (305) 570-2208 to talk through your title commitment and options. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What a Title Commitment Shows and How Defects Come to Light
A title commitment is the title insurer’s written statement of the condition of title. It lists the requirements that must be met before a policy issues, and the exceptions the policy will not cover. Read the requirements section and the Schedule B exceptions closely. They set out what must be cleared before closing.
Common commercial problems include unreleased mortgages, judgment liens, mechanics’ liens, easement and boundary questions, and gaps in the chain of title. Signing errors also come up.
A defect usually surfaces through the title search, a survey, a lender’s requirements, or the buyer’s own review near closing. A judgment can also cloud title. Under Fla. Stat. § 55.10, a judgment becomes a lien on real property in a county when a certified copy is recorded there, provided the judgment contains the lienholder’s address or a separate affidavit with that address is recorded simultaneously. For copies recorded on or after July 1, 1994, that lien runs an initial 10 years from recording.
How the Purchase Contract Controls the First Steps
The purchase contract usually sets the first moves. Many Florida commercial contracts include a deadline for written title objections, a list of permitted exceptions, and a cure period for the seller. Check each of these terms against the title commitment before you act.
A timely written objection usually starts the cure process. The notice wording, the delivery method, and the deadline all matter. A notice sent late, in the wrong form, or to the wrong person can leave a buyer with fewer options.
Termination, default, earnest money, and closing date terms decide whether a buyer can walk away. Don’t assume a shorter deadline for suing controls. Under Fla. Stat. § 95.03, a contract provision that sets a time to begin an action shorter than the statute of limitations is void.
Timing has another trap. A buyer who learns the facts and keeps going may give up the right to undo the deal. Florida courts describe this as ratification, which occurs when a party entitled to rescind fails to do so after learning the facts that justify rescission.
Curing a Title Defect Before Closing
A cure is the fix that clears the defect. Common cures include paying off a lien and recording its release, recording a corrective instrument, and signing affidavits where the facts support them. The title insurer decides whether a cure satisfies its requirements.
A partial, late, or undocumented cure can leave closing unresolved. A seller saying the problem is fixed is not the same as a recorded release. Ask for the recorded document itself.
When a defect can’t be cleared on schedule, the parties may agree on an extension, an escrow holdback, or a price change. These options depend on what the parties agree to in writing. Get any agreed change in a signed amendment.
When a Title Problem Moves Toward Litigation
If the contract process fails, a buyer may consider a claim for specific performance, damages, or rescission. The right choice depends on the contract and the facts.
Rescission has tight limits. Rescission for mutual mistake of fact is available only if the mistake is mutual and concerns a fact that goes to the essence of the contract.
A court case can also resolve who holds title. A quiet title action asks a judge to decide competing claims to a property. You can read more on our quiet title commercial property page.
Venue matters. Under Fla. Stat. § 47.011, actions are brought only in the county where the defendant resides, where the cause of action accrued, or where the property is located. That rule does not apply to actions against nonresidents.
Fees follow a default rule. Under Florida’s American Rule, each party generally bears its own attorneys’ fees unless a contract or statute provides otherwise, as stated in Price v. Tyler. Where a contract allows fees for enforcing it, Fla. Stat. § 57.105(7) lets a court award reasonable fees to the other party that prevails on that contract, but only for contracts entered into on or after October 1, 1988.
The Title Company’s Role Compared With an Attorney’s Role
The title company handles closing mechanics for the title insurer. It collects funds, records documents, and issues the title policy when the insurer’s requirements are met. Its job is to follow those requirements.
A business attorney reviews the contract for the client. That includes the deadlines, the objection and notice wording, whether a seller’s cure is adequate, and what the client can do if closing doesn’t happen. The attorney advises the client on its own rights.
The two roles overlap but are not the same. A title company’s requirement list doesn’t tell you whether you may terminate. Counsel may be needed at closing, and a title problem can require both deal steps and, in some cases, court filings.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Practical Steps to Take Right Now
Gather the purchase contract and all amendments. Add the title commitment with its exception documents, the survey, the closing schedule, and all written communications with the seller and title company.
Calendar the objection deadline, the cure period, and the closing date. A missed notice can change which options remain.
Don’t send informal termination or default notices until the contract’s required wording and delivery steps are confirmed. Keep a written record of each defect, the seller’s response, and the title insurer’s requirements. That record helps any later negotiation or court filing.
Talk With Ayala Law PA About Your Commercial Closing
If your commercial closing is near and the title commitment shows a lien, an easement, or an ownership question, your deadlines may already be running. You can reach the firm at (305) 570-2208 or through the contact page to discuss the contract and the cure timeline. Fee terms are explained before you commit to anything. No result can be promised.
Frequently Asked Questions
Can a title problem alone cancel a commercial deal?
Not always. The purchase contract’s objection, cure, and termination terms usually control the first steps.
Does litigation come first?
Usually not. Most title problems are handled through the contract process before a lawsuit is considered.
Where would a title lawsuit be filed?
Under Florida venue rules, a case is generally brought where the defendant resides, where the claim arose, or where the property is located.
