Vista Golf, LLC v. Vista Royale Property Owners Association, Inc., Vista Royale Association, Inc., Vista Villas Homeowners Association, Inc., Vista Gardens Association, Inc., The Grand Royale Association, Inc.

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT

VISTA GOLF, LLC,
Appellant,

v.

VISTA ROYALE PROPERTY OWNERS ASSOCIATION, INC., VISTA
ROYALE ASSOCIATION, INC., VISTA VILLAS HOMEOWNERS
ASSOCIATION, INC., VISTA GARDENS ASSOCIATION, INC., THE
GRAND ROYALE ASSOCIATION, INC., And All Persons, Owners,
Tenants Or Occupants Governed Or Regulated By Said Associations,
Appellees.

No. 4D13-3232

[ May 13, 2015 ]

Appeal and cross-appeal from the Circuit Court for the Nineteenth
Judicial Circuit, Indian River County; Cynthia L. Cox, Judge; L.T. Case
No. 312008CA012834.

Louis B. Vocelle, Jr. of Vocelle & Berg, LLP, Vero Beach, for appellant.

David B. Earle of Ross Earle & Bonan, P.A., Stuart, and Ramy P.
Elmasri and Edwin Cruz of Vernis & Bowling of Miami, P.A., Miami, for
Appellee/Cross-Appellant-Vista Royale Association, Inc., and Jason B.
Trauth of Lydecker/Diaz, Miami, for Appellee/Cross-Appellant-The Grand
Royale Association, Inc.

PER CURIAM.

Vista Golf, LLC appeals a final judgment entered after trial in its action
for declaratory and injunctive relief to nullify or limit protective covenants
applicable to a golf course. Vista Golf argues that the trial court properly
invalidated two covenants (an Operation Covenant and a Unity of Title
Covenant), but improperly rewrote the Operation Covenant and added a
restriction that the property could be used only as a golf course. On cross-
appeal, the appellees/cross-appellants, Vista Royale and Grand Royale,
argue that the trial court incorrectly invalidated the Unity of Title
Covenant. We affirm the final judgment in its entirety.

In 1989, the original developer sold the property to a third party. In
connection with the 1989 sale, protective covenants were placed on the
property “for the purpose of enhancing and protecting the value,
desirability and attractiveness of the condominium communities . . . .”
Vista Golf later acquired title to the property subject to the covenants.

The covenants required the property to be operated as a golf course and
required the entire golf course to be held, sold, or leased only as a single
parcel:

1. Operation of Golf Course. The land . . . shall be
continuously operated as a twenty-seven (27) hole golf course
similar to its operation as of the date hereof. This operation
shall continue until such time as the condominium ownership
of all lands constituting the condominium communities
known as VISTA ROYALE and VISTA ROYALE GARDENS . . .
is terminated.

2. Unity of Title. The land shall, for the period of time set
forth in Paragraph 1, hereof, be held, sold, conveyed, leased,
mortgaged and otherwise dealt with only as a single parcel;
and no portion thereof shall, during such period of time, be
separately held, sold, conveyed, leased, mortgaged or
otherwise dealt with.

In the main appeal, we find that the underlying premise of Vista Golf’s
argument is flawed. Here, the trial court did not invalidate the Operation
Covenant in its entirety, but instead invalidated it only insofar as it
imposed an affirmative duty on Vista Golf to operate a golf course business
on the property. In other words, the trial court essentially interpreted the
Operation Covenant as a restrictive covenant on the use of the property,
rather than an affirmative covenant to operate a golf course business. The
trial court did not “rewrite” the Operation Covenant, but instead gave it
the narrowest possible construction consistent with its purpose.

Once the trial court concluded that Vista Golf could not be affirmatively
compelled to operate a golf course business on the property,1 the only
reasonable interpretation of the Operation Covenant was that it was a
restrictive covenant that prohibited the property from being used or
operated as anything other than a twenty-seven-hole golf course similar to
its operation at the time the covenant was executed. Cf. BKD Twenty-One

1 This legal conclusion has not been challenged by any party in this appeal and
is not before this court. We do not express any opinion on the validity of this
conclusion.

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Mgmt. Co. v. Delsordo, 127 So. 3d 527, 530 (Fla. 4th DCA 2012) (“[W]here
one interpretation of a contract would be absurd and another would be
consistent with reason and probability, the contract should be interpreted
in the rational manner.”).

As for the cross-appeal, we affirm the trial court’s ultimate legal
conclusion that the Unity of Title Covenant was an unreasonable restraint
on alienation under the unique facts of this case. See Iglehart v. Phillips,
383 So. 2d 610, 614 (Fla. 1980) (“The validity or invalidity of a restraint
depends upon its long-term effect on the improvement and marketability
of the property. Once that effect is determined, common sense should
dictate whether it is reasonable or unreasonable.”).2

Affirmed.

DAMOORGIAN, C.J., TAYLOR and KLINGENSMITH, JJ., concur.

* * *

Not final until disposition of timely filed motion for rehearing.

2Although the trial court stated that it was not applying Iglehart, the Iglehart test
supports the trial court’s conclusion. See Dade Cnty. Sch. Bd. v. Radio Station
WQBA, 731 So. 2d 638, 644 (Fla. 1999) (“[I]f a trial court reaches the right result,
but for the wrong reasons, it will be upheld if there is any basis which would
support the judgment in the record.”).

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