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Last month, troubled homebuilder WCI Communities Inc. sold its high-end, Italian-inspired Tuscany Reserve community off Livingston Road to foreign investors for $65 million.

But it’s still in a legal battle to keep a $1 million deposit from other investors that contracted to buy the 470-acre golf course community in North Naples last year and never did because of disagreements over the terms of the sale, including the price.

In January, WCI, headquartered in Bonita Springs, sued The Salce Cos. LLC and TR at Naples LLC in Collier Circuit Court to try to get its hands on the deposit, which still sits in an escrow account.

The investors recently filed a counterclaim, saying they should get the deposit back because there was no “meeting of the minds” on the exact property to be sold and the exact purchase price.

Earlier, they filed a motion to dismiss WCI’s lawsuit, which hasn’t been heard yet.

WCI argues that it’s entitled to keep the deposit because the investors defaulted on the contract by not coming to the closing, scheduled for Christmas Eve.

“We showed up on Dec. 24. We had all the documents that were required and we were ready to go, and they just simply didn’t show up,” said Thomas Roehn, a Tampa attorney with Carlton Fields PA who represents WCI.

The investors see it another way. They say it’s WCI that first breached the contract.

A correct legal description was never attached to the purchase agreement, making it impossible to determine the exact property that was to be sold, the investors say.

“It is something that basically fell through the cracks. It never got done,” said their Naples attorney, Greg Woods, with Grant, Fridkin, Pearson, Athan and Crown PA.

Also, the investors allege WCI concealed its own financial troubles, the severity of problems with the community’s lakes and clubhouse, and the cost to fill holes in the back of the community — all factors they say make the contract voidable.

The investors say they were told that the community’s lakes were low because of a drought and they learned after the inspection period was over from a WCI contractor that a lake liner had split and that the cost to fix it could be around $2.3 million.

The company “had a duty to tell the whole truth,” the counterclaim says, and if it had the contract would have been terminated in the allowable time.

WCI also didn’t disclose that it had been sued for breach of contract by West Coast Investors LLC, headed by Boca Raton investor Glenn Straub, over the sale of some of the same assets in Tuscany Reserve, which placed a “cloud” over ownership,” the counterclaim says.

The investors are trying to “make up” reasons why they should get the deposit back, Roehn said.

The lawsuit brought by Straub involves a verbal offer to purchase the community and has been dismissed three times, Roehn said.

The offer was taken to WCI’s board of directors, but rejected, he said.

“There was never a contract. No deposits were ever put down,” Roehn said.

As to the other arguments in the counterclaim, “they are not worth the paper they are written on,” he said.

“The contract called for the purchase of Tuscany Reserve as is,” Roehn said.

The investors had full access to the entire community on multiple occasions, saw all of the issues, and were told about the puncture in the lake liner and the estimated cost to fix it, Roehn said.

“We are looking forward to collecting the attorneys’ fees on this baseless lawsuit,” he said.

He said the deal to sell Tuscany Reserve to the local investors fell apart when they tried to negotiate a lower price at the last hour.

Originally, the contract was for about $63 million. The investors looked to cut that by about $10 million, and thought WCI would be forced to accept that offer because there was an urgency to sell the community by the end of last year, with the company’s finances worsening and creditors knocking at the door, Roehn said.

“WCI said, ‘No. We aren’t going to do that. We have a contract. People should honor their contract,’ ” he said.

He said local developer Anthony Salce, with The Salce Cos., really wanted to purchase Tuscany Reserve. But he got pressured from other investors to lower the offering price, and then was “hung out to dry” when they refused to show up at closing, Roehn said.

“They made the decision to walk away from that million dollars when they decided not to close,” he said.

The investors offered less for the community because they were going to have to spend more than originally expected to fix it up, Woods said.

WCI designed Tuscany Reserve as its most exclusive golf course haven and expected to sell a limited number of homes for $2 million to $5 million, with golf membership in the range of $200,000. But it never really took off.

In the past year, WCI has repositioned the community, offering homes for less than $1 million.

It’s permitted for 530 homes and only about 30 have been built.

The new owner is AB Naples LLC, which describes itself as a “well-financed international investor group.”

The community is expected to continue selling similar-style homes and condos in the range of $1 million to $4 million. A new strategy for selling the homes is under development.