RONALD LENZI v. THE REGENCY TOWER ASSOCIATION, INC. , 250 So. 3d 103 ( 2018 )

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
RONALD G. LENZI,
Appellant,
v.
THE REGENCY TOWER ASSOCIATION, INC.,
Appellee.
No. 4D17-2507
[June 20, 2018]
Appeal from the Circuit Court for the Seventeenth Judicial Circuit,
Broward County; David A. Haimes, Judge; L.T. Case No. CACE 17-006833.
Louis Arslanian, Hollywood, for appellant.
Josef M. Fiala of Vernis & Bowling of Palm Beach, P.A., North Palm
Beach, and Jeffrey Green of Kaye Bender Rembaum, P.L., Pompano Beach,
for appellee.
FORST, J.
Appellant Ronald Lenzi appeals the trial court’s final judgment in favor
of appellee The Regency Tower Association, Inc. (“the Association”).
Appellant argues that the trial court misinterpreted the declaration of
condominium (“the Declaration”) by holding that the Declaration enabled
the Board of Directors of the Association (“the Board”) to unilaterally make
any alterations to the common areas of the property. We reject Appellant’s
arguments and affirm.
Background
Appellant owned a condominium at Regency Tower. In late 2016, the
Board voted to alter the flooring in the lobby of the condominium building
from Carrara marble to ceramic tile. In response, Appellant filed a petition
for arbitration attempting to overturn the Board’s decision. Appellant
argued that because the Declaration did not include a separate provision
detailing the procedure for approving “material” alterations, section
718.113(2)(a), Florida Statutes (2016) precluded the Association from
unilaterally making this material alteration. Section 718.113(2)(a)
provides that if a declaration “does not specify the procedure for approval
of material alterations or substantial additions, 75 percent of the total
voting interests of the association must approve the alterations or
additions.” Id.
The Association disagreed and filed a motion to dismiss for failure to
state a cause of action. It explained that the Declaration was not silent
since Article XIX, titled “Right of Association to Alter and Improve Property
and Assessment Therefor,” stated that the Association had the power to
make “such alterations or improvements to the COMMON PROPERTY”
with merely the approval of the Board. The arbitrator agreed with the
Association, and held that the phrase “such alterations or improvements”
was broad and encompassed material alterations.
Seeking alternative redress, Appellant filed suit in the trial court,
making the same argument that he made in the arbitration. In response,
the Association filed a motion for judgment on the pleadings, again arguing
that the complaint failed to state a cause of action. The trial court granted
this motion, and entered final judgment in favor of the Association.
Analysis
“A trial court’s interpretation of a condominium’s declaration is . . .
reviewed de novo.” Courvoisier Courts, LLC v. Courvoisier Courts Condo.
Ass’n, Inc., 105 So. 3d 579, 580 (Fla. 3d DCA 2012).
“In construing the language of a contract, courts are to be mindful that
‘the goal is to arrive at a reasonable interpretation of the text of the entire
agreement to accomplish its stated meaning and purpose.’” Murley v.
Wiedamann, 25 So. 3d 27, 29 (Fla. 2d DCA 2009) (quoting Taylor v. Taylor,
1 So. 3d 348, 350 (Fla. 1st DCA 2009)).
Section 718.113(2)(a) states that “there shall be no material alteration
or substantial additions to the common elements or to real property which
is association property, except in a manner provided in the declaration as
originally recorded or as amended under the procedures provided therein.”
Id. It is undisputed that the lobby is a common element of the
condominium, and that replacing the flooring as proposed was a material
alteration. The issue before us is whether Article XIX of the Declaration
“specif[ies] [a] procedure” the Association must follow to make “material”
alterations to the common property. § 718.113(2)(a), Fla. Stat. The
Association argues, and the trial court held, that the term “such
alterations or improvements” in the Declaration should be construed as
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covering both ordinary and material alterations or improvements. Under
this construction, only Board approval is required.
We have previously explained that, unless they are defined, “terms
‘should be given their plain and unambiguous meaning as understood by
the “man-on-the-street.”’” Harrington v. Citizens Prop. Ins. Corp., 54 So.
3d 999, 1001 (Fla. 4th DCA 2010) (quoting State Farm Fire & Cas. Co. v.
Castillo, 829 So. 2d 242, 244 (Fla. 3d DCA 2002)). “Whether they appear
in a statute or in a declaration of condominium, words of common usage
should be construed in their plain and ordinary sense.” Schmidt v. Sherrill,
442 So. 2d 963, 965 (Fla. 4th DCA 1983).
A similar issue was addressed in Martin v. Ocean Reef Villas
Association, Inc., 547 So. 2d 1237 (Fla. 5th DCA 1989). There, the
homeowner plaintiffs requested the appellate court “to construe the word
‘mortgage’ to mean only a purchase money mortgage.” Id. at 1238. The
court refused to do so, stating “[i]n construing a statute or a declaration of
condominium, words of common usage should be construed in their plain
and ordinary sense.” Id. (citing Koplowitz v. Imperial Towers Condo., Inc.,
478 So. 2d 504, 505 (Fla. 4th DCA 1985)). See also Raymond James Fin.
Servs., Inc. v. Phillips, 126 So. 3d 186, 191 (Fla. 2013) (concluding “[a]s the
Legislature did not add the word ‘judicial’ before the word ‘proceeding,’
limiting the term ‘proceeding’ to apply to only judicial proceedings
construes this term in a manner contrary to the language of the statute
and the Legislature’s intent.”).
In Benson v. City of Madison, 897 N.W.2d 16 (Wis. 2017), the court
applied the “general-terms canon” to conclude, based on the plain meaning
of the word “corporation,” that “the general term ‘corporation’ . . .
presumptively should be read to include more specific types of
corporations.” Id. at 24. The “general-terms canon” posits that “[w]ithout
some indication to the contrary, general words (like all words, general or
not) are to be accorded their full and fair scope [and] are not to be
arbitrarily limited.” ANTONIN SCALIA & BRYAN A. GARNER, READING LAW: THE
INTERPRETATION OF LEGAL TEXTS 101 (2012). “[T]he presumed point of using
general words is to produce general coverage—not to leave room for courts
to recognize ad hoc exceptions . . . in the end, general words are general
words, and they must be given general effect.” Id.In the instant case, Appellant essentially asks us to “arbitrarily limit[]”
the scope of the word “alterations,” converting it to mean only “non-
material alterations.” We decline, as it is clear that “alterations” refers to
all alterations, not only non-material alterations. In fact, Black’s Law
Dictionary, although acknowledging that “real-estate lawyers habitually
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use alteration in reference to a lesser change,” nonetheless also recognizes
that the word encompasses all manner of alterations: “any addition or
improvement of real estate is by its very nature an alteration.” Alteration,
BLACK’S LAW DICTIONARY (10th ed. 2014) (second emphasis added). If our
choice in dealing with a word used in a condominium declaration is to
choose between the legal parlance amongst real estate lawyers versus the
generally understood definition of the term, we stand with the latter. See
Scudder v. Greenbrier C. Condo. Ass’n, Inc., 663 So. 2d 1362, 1367 (Fla.
4th DCA 1995) (“In construing a statute or a declaration of condominium,
words of common usage should be construed in their plain and ordinary
sense.”).
Conclusion
The language of Article XIX of the Declaration provides a manner for
the approval of all alterations, material and otherwise, by Board vote.
Thus, the Board could, as a matter of law, vote to alter the flooring in the
lobby from marble to tile without the approval of seventy-five percent of
the unit owners. We therefore affirm the trial court.
Affirmed.
DAMOORGIAN and KLINGENSMITH, JJ., concur.
* * *
Not final until disposition of timely filed motion for rehearing.
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