169 So. 3d 197
Fla. Dist. Ct. App.2015Background
- Developer (Silver Shells Corp.) recorded Restrictive Covenants (1999) creating a Master Association to manage resort common properties, including Lot 7A (the "Beach Property").
- Restrictive Covenants allowed Developer, before turnover, to designate portions of Lot 7A as "Clubhouse Property," which Developer retained; Developer recorded such an amendment (removing all of Lot 7A) on December 4, 2000.
- Turnover provision: Developer must turn over control of Master Association at the earlier of (a) 90 days after conveyance of 90% of all Units owned by Developer and to be located within the Property, or (b) 20 years from recording.
- Association (St. Maarten unit association) sued in 2009 seeking (1) declaratory relief/ equitable reformation invalidating the 2000 amendment as exceeding Developer’s authority; and (2) an order requiring turnover, contending 90% threshold was met when 90% of units in the five completed towers were sold.
- Trial court granted partial summary judgment to Association: invalidated the amendment as to most Beach Property and ordered turnover; Developer appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Association's challenge to 2000 amendment (Beach Property) is time‑barred | Association: claim is equitable reformation; governed by 20‑year recording statute, so timely | Developer: claim is based on Restrictive Covenants (a written instrument) and is subject to 5‑year limitations | Held: Claim is akin to breach of a written instrument and governed by 5‑year statute; accrued when unit owners obtained board control (12/31/2002); suit filed after 5 years → time‑barred |
| Whether Developer's turnover obligation was triggered in 2005 | Association: "unit" means only units in completed buildings; 90% of conveyed units in five completed towers met threshold in 2005 | Developer: turnover counts 90% of all Units "owned by Developer and to be located within the Property" (including planned St. Kitts); threshold not met | Held: Contract construed to give meaning to "to be located" language; turnover not triggered because St. Kitts units must be included; turnover order reversed |
| Whether Association's turnover claim is barred by statute of limitations | Association: turnover claim timely (claimed trigger 2005/2007) | Developer: turnover claim is time‑barred | Held: Turnover claim is not time‑barred but is premature because turnover not yet triggered under governing documents |
| Whether trial court correctly invalidated amendment and ordered conveyance of Beach Property | Association: amendment exceeded Developer’s authority; only portion for pavilion could be retained | Developer: amendment valid; Court need not reach merits if statute bars claim | Held: Because beach claim is time‑barred, appellate court declines to resolve substantive validity of the amendment and reverses turnover/conveyance order |
Key Cases Cited
- Major League Baseball v. Morsani, 790 So.2d 1071 (Fla. 2001) (standard of appellate review — de novo for summary judgment issues)
- Cox v. CSX Intermodal, Inc., 732 So.2d 1092 (Fla. 1999) (standards for appellate review cited)
- Charley Toppino & Sons, Inc. v. Seawatch at Marathon Condo. Ass’n, 658 So.2d 922 (Fla. 1994) (statute of limitations for condominium association claims begins when unit owners elect majority board)
- Harris v. Aberdeen Property Owners’ Ass’n, Inc., 135 So.3d 365 (Fla. 4th DCA 2014) (challenge to recorded amendment is subject to 5‑year limitations running from recording)
- Davis v. Hinson, 67 So.3d 1107 (Fla. 1st DCA 2011) (20‑year recording statute applies only to corrective instruments, not to challenges to governing documents)
- Holland v. Hattaway, 438 So.2d 456 (Fla. 5th DCA 1983) (distinguishing reformation/recording statute applicability)
- Bethany Trace Owners’ Ass’n, Inc. v. Whispering Lakes I, LLC, 155 So.3d 1188 (Fla. 2d DCA 2014) (contract interpretation principle: give meaning to all provisions)
- Universal Prop. & Cas. Ins. Co. v. Johnson, 114 So.3d 1031 (Fla. 1st DCA 2013) (court will not interpret a contract to render a provision meaningless)
- Taylor v. Taylor, 1 So.3d 348 (Fla. 1st DCA 2009) (contract interpretation seeks reasonable meaning of entire agreement)
- Delissio v. Delissio, 821 So.2d 350 (Fla. 1st DCA 2002) (principles for interpreting contractual language)