174 So. 3d 428
Fla. Dist. Ct. App.2015Background
- On Sept. 30, 2005, Michael Anthony entered a PSA with Coscan Palm Springs for 14.6 acres in West Palm Beach, intent to build townhomes.
- The PSA anticipated a Commercial Lease post-closing under which Palm Springs would lease back to Michael Anthony with sublease rights for flea market tenants.
- An unexecuted draft of the Commercial Lease was attached, but it did not expressly mention the billboard or Billboard Lease.
- The Billboard Lease (Nov. 24, 1998) with billboard removal terms was incorporated by reference via amendments to the PSA, not the Commercial Lease itself.
- First Amendment (Nov.–Dec. 2005) required disclosure and certification of the Billboard Lease, and provided the billboard removal cost-sharing option; Fourth Amendment fixed the May 22, 2006 closing date.
- At closing, the Commercial Lease was executed, providing $10,000 monthly rent and flea market-related sublease provisions, but no explicit billboard obligations in the lease document.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Commercial Lease imposes billboard removal obligations. | Michael Anthony asserts PSA/First Amendment required billboard removal. | Palm Springs argues lease governs flea market only; billboard removal not in Commercial Lease. | No; contract read together does not impose billboard removal under the Commercial Lease. |
| Whether the PSA amendments or merger clause control removal obligations. | Amendments mandated billboard removal and cost sharing. | Merger clause renders extrinsic PSA terms irrelevant to the Commercial Lease. | PSA amendments govern removal; merger clause does not validate removal obligation in the Commercial Lease. |
| Whether Palm Springs waived removal obligation by closing. | Palm Springs knowingly proceeded with closing while billboard remained. | Waiver cannot create a removal obligation under the lease. | Waiver does not impose removal duty; the lease language governs. |
Key Cases Cited
- Lipton v. First Union Nat’l Bank, 944 So. 2d 1256 (Fla. 4th DCA 2007) (contract interpretation de novo standard on clear terms)
- Khosrow Maleki, P.A. v. M.A. Hajianpour, M.D., P.A., 771 So.2d 628 (Fla. 4th DCA 2000) (read multiple related documents together for contract interpretation)
- Whitley v. Royal Trails Prop. Owners’ Ass’n, 910 So.2d 381 (Fla. 5th DCA 2005) (when related documents concern same transaction, read together; consider overall intent)
- Rosenstein v. Rosenstein, 976 So.2d 1148 (Fla. 4th DCA 2008) (court may not rewrite contract; cannot alter terms to achieve preferred result)