COOL SPAZE, LLC v. BOCA VIEW CONDOMINIUM ASSOCIATION, INC.

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT

COOL SPAZE, LLC,
Appellant,

v.

BOCA VIEW CONDOMINIUM ASSOCIATION, INC.,
Appellee.

No. 4D18-2446

[January 22, 2020]

Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm
Beach County; Cymonie S. Rowe, Judge; L.T. Case No. 502015CA001580.

Keith F. Backer, Ryan M. Aboud and Kenneth E. Zeilberger of Backer
Aboud Poliakoff & Foelster, LLP, Boca Raton, for appellant.

Lilliana M. Farinas-Sabogal and Robert Rubin of Becker & Poliakoff,
P.A., Miami, for appellee.

MAY, J.

A limited liability company appeals three trial court orders on various
motions for partial summary judgment. It argues the trial court erred in
denying its motion for partial summary judgment, and in granting the
condominium association’s second motion for partial summary judgment
and another motion for partial summary judgment. All three orders derive
from the trial court’s interpretation of the association’s governing
documents. We agree with the limited liability company and reverse.

The association is governed by the Articles of Incorporation, By-Laws,
and Declaration of Condominium (collectively, the “governing
documents”). The Declaration of Condominium, Article 14 provides:

Maintenance of the Community Interests. In order to
maintain a community of congenial residents who are
financially responsible and thus protect the value of the units,
the transfer of units by any owner other than the [d]eveloper
shall be subject to the provisions hereinafter set forth as long
as the Condominium exists.
 It shall be necessary for the [b]oard of [d]irectors of the
[a]ssociation, or its duly authorized officers, agent[s] or
committee to approve in writing all leases, subleases, or other
occupation of a Unit before lease, sublease or occupation shall
be valid and effective . . . .

...

The [b]oard of [d]irectors of the [a]ssociation shall be
responsible for interpreting the provisions hereof and of any
of the Exhibits attached hereto. Such interpretation shall be
binding upon all parties unless wholly unreasonable. An
opinion of counsel that any interpretation adopted by the
[a]ssociation is not unreasonable shall conclusively establish
the validity of such interpretation.

(Emphasis added).

The Articles of Incorporation provide:

All persons owning a vested present interest in fee title to any
of the Units in [the association] . . . shall be members.
...

[I]n the event a unit is owned by a legal entity other than a
natural person, the officer, director or other official so
designated by such legal entity shall exercise its membership
rights.

David Shefet (“purchaser”) bought Unit 3W in the association’s
community. He then transferred the unit to his limited liability company
Cool Spaze (“LLC”) to lease the unit. He submitted two lease applications
to the association under the LLC’s name.

The association denied both applications because the purchaser
conveyed the unit to the LLC without its approval, in violation of the
governing documents. The association indicated it would not approve the
application until the unit’s title was transferred back to the purchaser in
his individual capacity.

The LLC sued the association to enjoin it from screening and
disapproving sales, transfers of title, and conveyances of units. It alleged
the governing documents did not authorize the association to screen sales,

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transfers, and unit conveyances, and requiring such approval was an
unreasonable restraint on the alienation of property.

The LLC also sought declaratory relief alleging the association was
“wrongfully requiring its approval of the sale or transfer of legal title to the
units in the Condominium” and wrongfully requiring a lease addendum in
connection with the unit’s proposed lease. It sought a judgment declaring
the parties’ rights and supplementary relief.

In a third count, the LLC alleged slander of title and sought damages
for the association’s alleged false and slanderous statement against the
LLC and the unit. It alleged that a realtor had been told by the
association’s property manager that the application couldn’t be processed
because there was a “problem with title to the unit.”

The LLC moved for partial summary judgment seeking declaratory and
injunctive relief against the association to prevent it from screening and
disapproving sales, transfers, and unit conveyances in the community. It
argued that although the Articles of Incorporation gave the association the
right to approve conveyances “as provided in [the] Declaration of
Condominium,” the Declaration lacked a similar provision.

The trial court granted the LLC’s motion for partial summary judgment
in part and denied it in part. 1 The court ordered the LLC to comply with
the association’s requests concerning the transfer of property, which
included obtaining the approval of the unit’s transfer to the LLC.

The association then filed two motions for partial summary judgment
on separate grounds seeking: 1) a judgment on the slander of title claim;
and 2) a judgment on the pleadings. The association’s second motion for
partial summary judgment on slander argued the property manager’s
statement was not slanderous because it was true. 2 In other words, the
association would not process the application unless the LLC followed the
requirements for the unit’s transfer. The court denied the LLC’s motion

1 The trial court’s order denied the substantive portion of the LLC’s motion. It
granted the motion in part, however, by declaring that $200.00 for a lease
processing fee was unreasonable, but that $100.00 was reasonable. For
purposes of this opinion, we discuss the denial portion of the order, but affirm
that part of the order that determined the correct amount of the lease processing
fee. See infra note 3.
2 The association moved for partial summary judgment on the LLC’s slander

claim. The trial court dismissed the motion without prejudice. The association
then filed a second motion for partial summary judgment on the same grounds
with additional arguments.

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for partial summary judgment finding that the LLC was required to comply
with the association’s reasonable requests.

The association’s motion for partial summary judgment on the
pleadings argued that the LLC failed to state a justiciable controversy and
lacked standing because it was not an approved unit owner, and therefore
not an association member. The association argued the LLC incurred no
damages as a result of the execution of the lease addendum.

The trial court granted both of the association’s motions and entered
the following:

• Order denying the LLC’s motion for partial summary
judgment;
• Order granting the association’s second motion for partial
summary judgment; and
• Order granting the association’s motion for partial
summary judgment on the LLC’s claims arising from the lease
addendum.

The LLC appeals all three orders.

We have de novo review of a trial court’s ruling on a motion for summary
judgment. Pudlit 2 Joint Venture, LLP v. Westwood Gardens Homeowners
Ass’n, 169 So. 3d 145, 147 (Fla. 4th DCA 2015).

The LLC contends the trial court erred in denying its motion for partial
summary judgment. It suggests the governing documents do not
authorize the association to approve transfers of the unit. Even if it did,
such a provision would constitute an impermissible restraint on alienation
of property. 3

The LLC first argues the trial court erred because it was required, but
failed, to strictly construe the association’s governing documents. Those
documents do not authorize the association’s approval of unit title
transfers. The association responds that the governing documents should
be read together. In doing so, the documents contain language which
expressly authorize the association to approve unit transfers. And, the

3 The LLC also argued the association was not authorized to charge an approval
fee for the lease application. That argument is contradicted by the Declaration’s
express language, which provides: “Written application for such approval shall .
. . be accompanied by a transfer fee as required by regulation of the Board;
provided however, such fee shall not exceed one-hundred dollars ($100.00).”

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governing documents do not grant the purchaser an unabridged right to
transfer the unit.

An association’s Declaration of Condominium, which strictly governs
the respective duties and responsibilities between an association and the
unit owners, must be strictly construed. Cali v. Meadowbrook Lakes View
Condo. “B”, Inc., 59 So. 3d 363, 367 (Fla. 4th DCA 2011). In construing
an association’s declaration, ‘“[i]t is fundamental that . . . the intention of
the parties . . . be determined from examination of the whole contract and
not from the separate phrases or paragraphs.”’ Id. (citation omitted).

The Declaration of Condominium, Articles 14 provides:

Maintenance of the Community Interests. In order to
maintain a community of congenial residents who are
financially responsible and thus protect the value of the units,
the transfer of units by any owner other than the Developer
shall be subject to the provisions hereinafter set forth as long
as the Condominium exists.

It shall be necessary for the Board of Directors of the
Association, or its duly authorized officers, agent[s] or
committee to approve in writing all leases, subleases, or other
occupation of a Unit before lease, sublease or occupation shall
be valid and effective . . . .

(Emphasis added). By its own terms, the Declaration authorizes the
association’s approval of “all leases, subleases, or other occupation of a
Unit before lease, sublease, or occupation . . . .” It does not use the term
unit transfer, title transfer, or sale. Here, the association’s governing
documents simply do not authorize the association’s approval of unit
transfers.

The LLC argues that the Declaration fails to use language authorizing
the association’s approval of a unit transfer. In support, the LLC relies on
Webster v. Ocean Reef Cmty. Ass’n, 994 So. 2d 367, 370 (Fla. 3d DCA
2008). We agree.

In Webster, the Third District held that an association’s disapproval of
two gift conveyances of a home were unauthorized by the association’s
declaration, which only authorized sales, purchases, and leases of
property. Id. at 370. The court reasoned that the governing documents,
when strictly construed, failed to contain language that authorized the
association to approve gift conveyances of the property. Id. The

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association’s governing documents authorized the association to approve
only sales, purchases, and leases of property. Id. Because the conveyance
was by gift, the court reversed the summary judgment in favor of the
association. Id.

We reach the same conclusion here. The association’s governing
documents authorized approval of all leases, subleases, or other occupation
of a unit. It did not authorize the association’s approval of unit transfers,
title transfers, or sales.

The governing documents’ failure to include more specific language
allowed the purchaser to transfer the unit to the LLC. Because the trial
court’s decisions were based on an incorrect interpretation of the
governing documents, we reverse all three orders and remand the case to
the trial court for further proceedings consistent with this opinion.

Reversed and Remanded.

LEVINE, C.J., and PHILLIPS, CAROL-LISA, Associate Judge, concur.

* * *

Not final until disposition of timely filed motion for rehearing.

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