Atria Group, LLC v. One Progress Plaza, II, LLC
170 So. 3d 884
Fla. Dist. Ct. App.2015Background
- Atria Group leased two commercial suites (a restaurant and a nightclub) from One Progress Plaza under a lease containing a forfeiture/termination-on-default clause with notice-and-cure provisions.
- One Progress Plaza sued in Sept. 2013 for eviction (Count I) alleging numerous nonmonetary lease breaches, and for fraud in inducement (Count II). Atria denied most allegations and asserted affirmative defenses including failure of notice/cure, laches, inequitable forfeiture (approx. $2,000,000 investment), unclean hands, and estoppel.
- One Progress Plaza moved for summary judgment on eviction supported chiefly by an affidavit of its property manager, Roger Donaldson, listing many alleged defaults. Atria submitted the manager Marek Pietryniak’s affidavit and Donaldson’s deposition in opposition.
- At Donaldson’s deposition he admitted many alleged defaults had been corrected and acknowledged renovations accepted by One Progress Plaza; Pietryniak averred Atria paid rent and made substantial investments and received only limited written notice of breach.
- The trial court granted summary judgment ordering eviction. Atria appealed; the appellate court reviewed de novo and reversed, finding genuine factual disputes and unresolved affirmative defenses.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment for eviction was proper given the record | Donaldson affidavit established uncorrected, material lease defaults permitting forfeiture and eviction | Pietryniak affidavit and Donaldson deposition show many defaults were corrected and raise factual disputes | Reversed — genuine issues of material fact exist about occurrence and cure of alleged defaults |
| Whether alleged violations were "material" to permit forfeiture | Claimed breaches (damage, illegal activity, rule violations, unsanitary conditions) were sufficiently serious to terminate lease | Problems inherent to a nightclub environment; defendant responded and remediated issues — not all breaches were material | Reversed — materiality unresolved; nature of responses and significance of breaches are disputed |
| Whether plaintiff met notice-and-cure requirements of the lease | Relied on August 3, 2012 notice and asserted other alleged breaches excused further notice | Atria contends it received only limited notice and was not given opportunity to cure other alleged breaches | Reversed — One Progress Plaza failed to establish as undisputed that proper notice and opportunity to cure were given |
| Whether equitable defenses (inequitable forfeiture/investment) were negated | Forfeiture clause allows termination upon breach; equitable defenses inapplicable | Atria pleaded substantial investment (~$2,000,000) and continuous rent payments, arguing eviction would be inequitable | Reversed — material factual disputes and unrefuted affirmative defenses preclude summary judgment |
Key Cases Cited
- August Corp. v. Strawn, 174 So. 2d 422 (Fla. 3d DCA 1965) (lessor may declare forfeiture on occurrence of breach under lease provision)
- Smith v. Winn Dixie Stores, 448 So. 2d 62 (Fla. 3d DCA 1984) (forfeiture permitted where lease expressly provides; equitable considerations may limit enforcement)
- Horatio Enters. v. Rabin, 614 So. 2d 555 (Fla. 3d DCA 1993) (courts construe forfeiture provisions strictly and may deny forfeiture as inequitable)
- Amerifirst Fed. Sav. & Loan Ass'n v. Century 21 Commodore Plaza, 416 So. 2d 45 (Fla. 3d DCA 1982) (equity may refuse eviction when forfeiture would be unconscionable)
- Knowles v. JPMorgan Chase Bank, N.A., 994 So. 2d 1218 (Fla. 2d DCA 2008) (standard of appellate de novo review for summary judgment)
- Konsulian v. Busey Bank, N.A., 61 So. 3d 1283 (Fla. 2d DCA 2011) (movant must refute affirmative defenses or show they are legally insufficient)