264 So. 3d 951
Fla. Dist. Ct. App.2019Background
- In 1998 tenant leased 1,400 sq ft for a three-year term with an addendum granting one 3‑year renewal option; monthly rent and space later increased by amendments.
- Appellant (Haggin) signed a guaranty referencing the lease and stating it "shall remain for the renewal, modification, extension or waiver of this Lease." Appellant did not sign later modifications.
- Between 1999 and 2008 the parties executed amendments that expanded premises, extended renewal options beyond the single 3‑year option, and increased rent; the 2008 amendment extended the option to renew until 2014.
- Landlord sued tenant and Haggin (guarantor) in 2012 for unpaid rent; landlord claimed the guaranty was continuing and covered later amendments; Haggin argued the guaranty was limited to the original term plus the single 3‑year renewal.
- Trial court granted summary judgment for landlord, treating the guaranty as ambiguous and relying on depositions and affidavits; judgment entered for landlord for $291,802.
- Fourth District reversed, holding the guaranty is limited by the unambiguous lease terms to the original three‑year term and its single three‑year renewal; parol evidence was improper and the guaranty is not continuing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the guaranty is a continuing guaranty covering later amendments and renewals | Guaranty language ("renewal, modification, extension or waiver") contemplates modifications and continuing liability | Guaranty should be read with the lease, which expressly limited term to three years plus one 3‑year option; therefore guaranty is time‑limited | Guaranty limited to original 3‑year lease and the single 3‑year renewal; not a continuing guaranty |
| Whether the contract language is ambiguous | Landlord: language is reasonably susceptible to differing interpretations, permitting parol evidence | Haggin: lease and addenda unambiguously limit duration; parol evidence not permitted | Contract unambiguous; plain language controls; parol evidence improperly considered |
| Whether extrinsic evidence (deposition, affidavits) can create issue of fact | Landlord: depositions and affidavits show parties intended continuing guaranty | Haggin: intent cannot override clear written terms drafted by landlord | Court refused extrinsic evidence because contract unambiguous; even if ambiguous, construction against drafter favors guarantor |
| Standard for construing guaranties to cover future transactions | Landlord: guaranty wording demonstrates intent to cover future transactions | Haggin: Florida law requires guaranty to expressly state it covers future transactions to be continuing | Court applied precedent: guaranty must expressly cover future transactions or contemplate indefinite future dealings; here it did not |
Key Cases Cited
- Sheth v. C.C. Altamonte Joint Venture, 976 So.2d 85 (Fla. 5th DCA 2008) (continuing lease guaranty must expressly show intent to cover future transactions)
- Fid. Nat’l Bank of S. Miami v. Melo, 366 So.2d 1218 (Fla. 3d DCA 1979) (definition of continuing guaranty covering series of transactions or indefinite future dealings)
- Nationstar Mortg. Co. v. Levine, 216 So.3d 711 (Fla. 4th DCA 2017) (contract ambiguous if reasonably susceptible to more than one interpretation)
- Miami Nat’l Bank v. Fink, 174 So.2d 38 (Fla. 3d DCA 1965) (agreements construed against the party who drafted them)