Evergreen Communities, Inc. and Palafox, LLC v. Palafox Preserve Homeowners' etc.
213 So. 3d 1127
| Fla. Dist. Ct. App. | 2017Background
- Evergreen Communities, Inc. and Palafox, LLC (developers) appealed a final summary judgment holding their land limited to commercial use under a recorded declaration of covenants and restrictions.
- Appellees are Palafox Preserve Homeowners’ Association and homeowners Robert and Wynona Braswell, who sought enforcement of the covenant restriction.
- The trial court entered final summary judgment for appellees, concluding the declaration restricted the property to commercial use; the court rejected a developer affidavit as disingenuous.
- Developers submitted a sworn affidavit from the developer asserting he did not intend to create a use restriction; appellees relied on the covenant language showing an intent to develop commercially.
- The district court reviews summary judgment de novo and construes restrictive covenants strictly against restraints on property use.
- The appellate court found the covenant language ambiguous about whether it imposed an exclusive commercial-use restriction and held the developer affidavit constitutes parol evidence creating genuine issues of material fact.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the declaration restricts the property to commercial use | Declaration language shows developer intended commercial-only use and supports summary judgment | Developer affidavit says there was no intent to create an exclusive commercial-use restriction; language is ambiguous | Reversed: ambiguity + developer affidavit create disputed material facts precluding summary judgment |
| Whether parol evidence (developer affidavit) may be considered | Parol evidence is inadmissible to vary clear covenants (implied) | Parol evidence is admissible because covenant is ambiguous and intent controls | Affidavit is admissible as it raises factual dispute about intent |
| Standard for granting summary judgment on restrictive covenants | Covenant text is dispositive and supports judgment (implied) | Summary judgment inappropriate where intent and ambiguity exist | Summary judgment inappropriate when facts are not crystallized; draw inferences for nonmovant |
| Whether restrictive covenants are strictly construed against restrictions | Covenants should be enforced to effect developer's stated plan (implied) | Restraints are disfavored; construe in favor of free use | Court applies strict construction; ambiguous language resolves against restriction, so factual inquiry required |
Key Cases Cited
- Bowman v. Barker, 172 So. 3d 1013 (Fla. 1st DCA 2015) (summary judgment standard and that trial by affidavit is improper)
- Moore v. Morris, 475 So. 2d 666 (Fla. 1985) (summary judgment only when facts are crystallized and only questions of law remain)
- Leamer v. White, 156 So. 3d 567 (Fla. 1st DCA 2015) (restrictions on property use are disfavored and strictly construed)
- Wilson v. Rex Quality Corp., 839 So. 2d 928 (Fla. 2d DCA 2003) (intent of parties governs covenant construction)
- Thompson v. Squibb, 183 So. 2d 30 (Fla. 2d DCA 1966) (fundamental rule that agreement governs by fair interpretation of entire covenant)
- Barnett v. Destiny Owners’ Ass’n, Inc., 856 So. 2d 1090 (Fla. 1st DCA 2003) (parol evidence is material when covenant is ambiguous)
- Orlando Lake Forest Joint Venture v. Lake Forest Master Cmty., 105 So. 3d 646 (Fla. 5th DCA 2013) (developer’s statement of intended development does not by itself limit future use)