The Retreat at Port of the Islands, LLC v. Port of the Islands Resort Hotel Condominium Association, LLC
181 So. 3d 531
Fla. Dist. Ct. App.2015Background
- The Association is a 94-unit hotel condominium; The Retreat at Port of the Islands, LLC (Retreat) owns 38 units and operates them as a resort hotel.
- Retreat is an LLC; three of its managing members (Locke, Kares, Brenner) ran for and received the top three vote totals in a board election for three of five seats.
- The Association refused to seat more than one Retreat-affiliated director, citing bylaw §4.2: "If a unit is owned by a limited liability company, only a managing member may be a Director."
- Retreat sued for declaratory relief; the trial court granted summary judgment for the Association, holding the bylaw limited Retreat to one board seat because Retreat is the sole owner of its units.
- The Second District reversed, construing §4.2 as specifying the class of individuals (managing members) qualified to represent an LLC, not limiting the number of such individuals who may serve.
Issues
| Issue | Plaintiff's Argument (Retreat) | Defendant's Argument (Association) | Held |
|---|---|---|---|
| Whether §4.2's phrase "only a managing member may be a Director" limits the number of LLC-affiliated directors | "A managing member" denotes the class of persons from an LLC who qualify; multiple managing members may serve if elected | "A" is singular and therefore limits an LLC to one director at a time | Reversed: "a managing member" identifies the qualified class (managing members), not a numerical limit; nothing in §4.2 restricts the number of qualified individuals who may serve |
| Whether reading §4.2 to allow multiple seats for an LLC produces absurd or unfair results compared to individual multi-unit owners | Allowing multiple managing members is consistent with other bylaw provisions that permit multiple seats for owners of multiple units; Retreat's ownership of 38 units justifies multiple representatives if elected | Permitting multiple Retreat-affiliated directors would be inequitable and lead to disproportionate control | Court found no absurdity; bylaws already contemplate multiple seats for multi-unit owners and did not impose a numerical restriction on entity representation |
Key Cases Cited
- Cook v. Bay Area Renaissance Festival of Largo, Inc., 164 So. 3d 120 (Fla. 2d DCA 2015) (standard of review for summary judgment)
- Berkovich v. Casa Paradiso N., Inc., 125 So. 3d 938 (Fla. 4th DCA 2013) (bylaws construed as contracts; de novo review)
- Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (Fla. 2000) (construction of written instruments is typically a question of law)
- McKeever v. Rushing, 41 So. 3d 920 (Fla. 2d DCA 2010) (apply plain meaning when contractual language is unambiguous)
- Richland Towers, Inc. v. Denton, 139 So. 3d 318 (Fla. 2d DCA 2014) (contracts construed in context of entire agreement)
- City of Homestead v. Johnson, 760 So. 2d 80 (Fla. 2000) (give effect to all contract provisions)
- Bethany Trace Owners' Ass'n v. Whispering Lakes I, LLC, 155 So. 3d 1188 (Fla. 2d DCA 2014) (contract interpretation principles applied to condominium documents)
- United States v. Alabama, 778 F.3d 926 (11th Cir. 2015) (linguistic principle: "a/an" with restrictive modifier can mean "any" or "one")