224 So. 3d 785
Fla. Dist. Ct. App.2017Background
- In 2000 Building B1 (landlord) and CRS (tenant) executed a five-year written commercial lease ending Dec. 31, 2005, with a written option to renew (exercise by certified mail 120 days before expiration).
- Hurricane Wilma (Oct. 2005) damaged the premises; Building B1 told CRS to repair and said it would reimburse CRS; CRS repaired premises and later sought reimbursement.
- The five-year lease expired; CRS remained and paid month-to-month rent from Jan. 1, 2006 through July 31, 2009, when CRS vacated without notice.
- Building B1 sued in 2012 claiming the parties had agreed to renew for 2006–2010 and sought unpaid rent; CRS counterclaimed for unpaid security deposit and reimbursement for Wilma repairs.
- At nonjury trial the court found no written renewal; tenancy converted to month-to-month under Fla. Stat. §83.01; CRS’s unnotified July 31, 2009 vacation entitled landlord to one month’s rent; court found an oral “gentlemen’s agreement” to reimburse repairs and awarded CRS reimbursement and deposit return, offset by unpaid taxes and August rent; net judgment for CRS affirmed on appeal.
Issues
| Issue | Building B1's Argument | CRS's Argument | Held |
|---|---|---|---|
| Effect of CRS’s administrative dissolution on its ability to defend / counterclaim | CRS was dissolved in 2012; under §607.1622(8) CRS lacked standing to defend or maintain a counterclaim | CRS was active when cause accrued and when it filed pleadings; dissolution defense was raised too late and CRS was later reinstated | Issue not preserved; court affirmed CRS could litigate and reinstatement would relate back if timely raised |
| Entitlement to double rent as holdover damages | CRS was a holdover tenant; landlord sought double rent damages under lease/holdover theory | Claim not pleaded; landlord alleged a renewed 5-year lease and specific unpaid rent, not double-rent holdover damages | Trial court properly denied double rent because it was unpled and amendment at trial was prejudicial; no rule 1.190 consent to try that issue |
| Whether pleadings/amendments allowed claim for holdover damages at trial | Landlord argued matter was tried by consent so pleadings should conform to evidence | CRS objected at trial to unpled holdover claim and showed prejudice from late change | Trial court did not abuse discretion in refusing late amendment; prejudice justified denial |
| CRS counterclaim for reimbursement — was oral agreement tried by consent despite not being pleaded? | Building B1 contended counterclaim was limited to lease breach, not separate oral reimbursement promise | CRS produced testimony of oral promise; Building B1 did not object to that testimony at trial and had prior deposition evidence; had fair opportunity to defend | Court held oral reimbursement was tried by consent and supported award for repairs and return of security deposit |
Key Cases Cited
- Seay Outdoor Advert., Inc. v. Locklin, 965 So. 2d 325 (Fla. 1st DCA 2007) (administrative-dissolution defenses must be timely raised; causes of action accruing before dissolution may continue)
- Allied Roofing Indus., Inc. v. Venegas, 862 So. 2d 6 (Fla. 3d DCA 2003) (reinstatement of dissolved corporation relates back to effective date of dissolution)
- Arky, Freed, Stearns, Watson, Greer, Weaver & Harris, P.A. v. Bowmar Instrument Corp., 537 So. 2d 562 (Fla. 1988) (parties generally cannot recover on claims not pleaded)
- Morgan v. Bank of N.Y. Mellon, 200 So. 3d 792 (Fla. 1st DCA 2016) (trial court discretion on late amendments increases as trial approaches; prejudice is key)
- Designers Tile Int’l Corp. v. Capitol C Corp., 499 So. 2d 4 (Fla. 3d DCA 1986) (prejudice from late amendment justifies denial)
- Dey v. Dey, 838 So. 2d 626 (Fla. 1st DCA 2003) (issue may be treated as tried by consent where party had fair opportunity to defend)
- Rosenberg v. Guardian Life Ins. Co., 510 So. 2d 610 (Fla. 3d DCA 1987) (failure to object to evidence supports finding that issue was tried by consent)
- Verneret v. Foreclosure Advisors, LLC, 45 So. 3d 889 (Fla. 3d DCA 2010) (appellate deference to trial court’s factual findings on lease renewal issues)