291 So.3d 657
Fla. Dist. Ct. App.2020Background
- In 2007 Waveblast entered a written lease to operate a beach concession (wave runners, parasailing, scuba) adjacent to a hotel; lease term provision began 9/18/2007 and stated it would terminate "on the demolition of the property."
- The original owner contemplated eventual demolition/condominium conversion; the lease allowed suspension for major renovations and gave tenant an option to extend at term completion.
- UH‑Pompano later acquired the hotel, renovated (not demolished) the property, removed Waveblast’s hut, and served notice terminating the lease, asserting the lease lacked a definite term and was terminable at will.
- Waveblast sued for breach of lease, civil conspiracy, and tortious interference; defendants moved for summary judgment arguing the lease created an indefinite tenancy at will.
- The trial court granted summary judgment, holding the demolition-based term was not a fixed date and thus created an estate at will; appellees’ termination was lawful.
- The Fourth District affirmed: it found the duration clause ambiguous but Waveblast’s own parol evidence showed the parties contemplated demolition (which never occurred), so the lease was indefinite and terminable at will, defeating all claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the lease has a definite, enforceable term | Lease term was fixed by reference to demolition; thus enforceable and defendants breached by terminating | Term ‘terminating on demolition of the property’ is not a fixed date and makes the lease indefinite/terminable at will | Held: No definite term; clause ambiguous and parol evidence shows demolition was contingency that never occurred, so tenancy at will was created |
| Whether parol evidence may clarify the ambiguous duration term | Proffered affidavit explaining original owner expected demolition—supports fixed contingent end | Defendants relied on text; argued no definite term exists regardless | Held: Parol evidence is admissible to resolve ambiguity, but the evidence corroborated that demolition was only a contemplated future event that did not occur, confirming indefiniteness |
| Whether termination gave rise to breach/conspiracy/tortious interference | Waveblast: termination prior to the lease’s expiration breached contract and supported related tort claims | Defendants: if lease is terminable at will, termination cannot give rise to breach or those tort claims | Held: Because lease was terminable at will, breach/conspiracy/tortious interference claims fail as a matter of law |
Key Cases Cited
- Ehrlich v. Barbatsis Holding Co., 63 So.2d 911 (Fla. 1953) (term of a lease for years must be certain or an estate at will is created)
- Bay Club, Inc. v. Brickell Bay Club, Inc., 293 So.2d 137 (Fla. 3d DCA 1974) (leases must be clear, definite, certain and complete)
- Truly Nolen, Inc. v. Atlas Moving & Storage Warehouses, Inc., 125 So.2d 903 (Fla. 3d DCA 1961) (contracts require reciprocal assent to certain and definite propositions)
- Stanmeyer v. Davis, 53 N.E.2d 22 (Ill. App. Ct. 1944) (lease lasting until an uncertain future event creates tenancy at will)
- Am. Diversified Ins. Servs., Inc. v. Union Fid. Life Ins. Co., 439 So.2d 904 (Fla. 2d DCA 1983) (no civil conspiracy where contracts are terminable at will)
- Greenberg v. Mount Sinai Med. Ctr. of Greater Miami, Inc., 629 So.2d 252 (Fla. 3d DCA 1993) (tortious interference claim generally fails where the contract is terminable at will)
- Dade Cty. Sch. Bd. v. Radio Station WQBA, 731 So.2d 638 (Fla. 1999) (discussion of tipsy coachman doctrine)