Bethany Trace Owners' Association, Inc. v. Whispering Lakes I, LLC , 2014 Fla. App. LEXIS 19698 ( 2014 )


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  •                NOT FINAL UNTIL TIME EXPIRES TO FILE REHEARING
    MOTION AND, IF FILED, DETERMINED
    IN THE DISTRICT COURT OF APPEAL
    OF FLORIDA
    SECOND DISTRICT
    BETHANY TRACE OWNERS'                       )
    ASSOCIATION, INC., a Florida nonprofit      )
    corporation,                                )
    )
    Appellant,                     )
    )
    v.                                          )      Case No. 2D13-2792
    )
    WHISPERING LAKES I, LLC, a Florida          )
    limited liability company; and              )
    WATERMEN-PINNACLE, INC., a                  )
    Florida corporation, f/k/a Bethany Trace    )
    Estates, Inc.,                              )
    )
    Appellees.                     )
    )
    Opinion filed December 3, 2014.
    Appeal from the Circuit Court for Lee
    County; Keith R. Kyle, Judge.
    Matthew S. Toll and Thomas S. Heidkamp of
    Toll Law, Cape Coral, for Appellant.
    Steven H. Mezer of Bush Ross, P.A.,
    Tampa, for Appellee Whispering Lakes I,
    LLC.
    Scott A. Beatty of Henderson, Franklin,
    Starnes & Holt, P.A., Bonita Springs, for
    Appellee Watermen-Pinnacle, Inc.
    VILLANTI, Judge.
    Bethany Trace Owners' Association, Inc. (the Association), appeals the
    final summary judgment entered in favor of Whispering Lakes I, LLC, and Watermen-
    Pinnacle, Inc., in this case arising out of the ownership of certain lands associated with
    the Bethany Trace subdivision. Because the trial court entered summary judgment
    based on an interpretation of the relevant documents that renders portions of them
    meaningless and because a plausible alternate interpretation gives meaning to all of the
    provisions, we reverse the final summary judgment and remand for further proceedings.
    In the early 1990s, Lehigh Corporation began developing a tract of land in
    Lee County for a subdivision that was to be called Bethany Trace. As part of the
    original development of the subdivision, Lehigh Corporation prepared a Declaration of
    Covenants, Conditions, Restrictions & Easements (the Declaration). The Declaration
    contained the following definition of the "Common Areas" related to the subdivision:
    1.6. "Common Areas" mean those tracts, easements
    or areas of land shown on any recorded subdivision plat of
    the Property which are intended to be devoted to the general
    common use and enjoyment of the Owners in the Property,
    which shall include without limitation, any areas denoted
    thereon as a common area, including any fences
    surrounding or within the Property and the entranceway
    thereof, and water management, conservation tracts and
    retention tracts, including, without limitation, Bethany Lake,
    the Lake Maintenance Area, the Park Areas, and the
    Conservation Area and Conservation Buffer Area. The
    Common Areas shall also include all improvements now or
    hereafter constructed on or in the foregoing areas including,
    without limitation, irrigation systems, planted landscaping,
    pedestrian or other easement areas within the foregoing
    areas, signage, structures, lakes and landscaping thereon.
    Additional Common Areas may be designated by the
    Developer pursuant to Section 10.12 hereof.
    -2-
    Attached to the Declaration were metes and bounds descriptions of Bethany Lake
    (Exhibit B), the Lake Maintenance Area (Exhibit C), the Park Areas (Exhibit D), and the
    Conservation Area and the Conservation Buffer Area (Exhibit E). The Declaration and
    its exhibits were recorded in the public records of Lee County on September 23, 1994.
    On September 13, 2001, Lehigh Corporation assigned its rights and
    obligations under the Declaration to Watermen.1 In that assignment, Watermen agreed
    to "convey to the Association, for no further consideration and free and clear of any liens
    or encumbrances, those Common Areas referred to [as] 'Bethany Lake', the 'Lake
    Maintenance Area', the 'Park Area', and the 'Conservation Area and Conservation
    Buffer Area', as those areas are described in the Declaration." Rather than doing so,
    Watermen sold those lands to Whispering Lakes, which bulldozed certain improvements
    on them, apparently in anticipation of building additional residences in the area.
    Upon learning of the sale of these lands to Whispering Lakes, the
    Association sued Watermen for breach of contract and sued Whispering Lakes for
    breach of covenant and trespass. Watermen and Whispering Lakes subsequently
    moved for summary judgment, arguing that the language of the Declaration clearly
    showed that the Association had no legally cognizable interest in any of the identified
    lands as a matter of law and that therefore Watermen and Whispering Lakes were
    entitled to judgment in their favor.
    1
    Prior to the assignment, Lehigh Corporation changed its name to Florida
    Landmark Communities, Inc. And the assignment was actually made to Watermen's
    predecessor-in-interest, Bethany Trace Estates, Inc. However, because there is no
    dispute concerning the corporate identity of any of the parties, we simply refer to them
    as Lehigh and Watermen for ease of reference.
    -3-
    In making this argument, Watermen and Whispering Lakes pointed to the
    definition of "Common Areas" in section 1.6 of the Declaration. They contended that the
    first sentence of that definition, which refers to lands identified as common areas on a
    recorded plat, applies to the entire definition and means that only those areas identified
    as common areas on a recorded plat are "Common Areas," regardless of any other
    language in the Declaration. They contended that since no plat of the Bethany Trace
    subdivision was ever recorded, no "Common Areas" ever came into existence and
    therefore Watermen never had any obligations toward the Association as to any
    "Common Areas." They also contended that the identification of Bethany Lake, the
    Lake Maintenance Area, the Park Areas, and the Conservation Area and Conservation
    Buffer Area in the definition of "Common Areas" was nothing more than an illustration of
    what some "Common Areas" might be if and when the developer actually recorded a
    plat.
    The Association, on the other hand, argued that the definition of "Common
    Areas" in section 1.6 contemplates four different types of common areas: (1) those
    identified on a recorded plat if one is subsequently recorded; (2) water management
    and conservation tracts, including Bethany Lake, the Lake Maintenance Area, the Park
    Areas, and the Conservation Area and Conservation Buffer Area; (3) improvements
    constructed on any of the foregoing areas; and (4) additional areas designated by the
    developer at some later time. Thus, the Association argued that the lack of a recorded
    plat did not affect its ownership interest in Bethany Lake, the Lake Maintenance Area,
    the Park Areas, and the Conservation Area and Conservation Buffer Area because
    -4-
    those lands were specifically identified both by name and metes and bounds description
    in the recorded Declaration.
    The trial court agreed with the interpretation of section 1.6 urged by
    Watermen and Whispering Lakes. Thus, it found that the Association had no ownership
    interest of any kind in Bethany Lake, the Lake Maintenance Area, the Park Areas, and
    the Conservation Area and Conservation Buffer Area because neither the original
    developer nor any subsequent assignee had ever recorded a plat for the subdivision.
    And because the Association had no ownership interest in these lands, neither
    Watermen nor Whispering Lakes breached any contract or covenant to convey those
    rights or could commit a trespass as a matter of law. On the basis of these findings, the
    trial court entered final summary judgment in favor of Watermen and Whispering Lakes,
    and the Association now seeks review.
    We review the trial court's interpretation of a contract de novo. See
    Jackson v. Shakespeare Found., Inc., 
    108 So. 3d 587
    , 593 (Fla. 2013); Vollmer v. Key
    Fin. Corp., 
    810 So. 2d 966
    , 968 (Fla. 2d DCA 2002). Because the interpretation of a
    contract is a question of law, this court may reach a construction or interpretation of the
    contract contrary to that of the trial court. See, e.g., Gemini Ventures of Tampa, Inc. v.
    Hamilton Eng'g & Surveying, Inc., 
    784 So. 2d 1179
    , 1180 (Fla. 2d DCA 2001); Whitley
    v. Royal Trails Prop. Owners' Ass'n, 
    910 So. 2d 381
    , 385 (Fla. 5th DCA 2005). When
    interpreting contractual provisions, courts "will not interpret a contract in such a way as
    to render provisions meaningless when there is a reasonable interpretation that does
    not do so." Moore v. State Farm Mut. Auto. Ins. Co., 
    916 So. 2d 871
    , 877 (Fla. 2d DCA
    2005); see also Publix Super Markets, Inc. v. Wilder Corp. of Del., 
    876 So. 2d 652
    , 654
    -5-
    (Fla. 2d DCA 2004). Instead, courts must strive to interpret a contract in such a way as
    to give meaning to all provisions while doing violence to none.
    In this case, the interpretation of section 1.6 as requiring a recorded plat to
    create any and all "Common Areas" unjustifiably ignores other sections of the
    Declaration that clearly give the Association ownership rights and obligations in Bethany
    Lake, the Lake Maintenance Area, the Park Area, and the Conservation Area and
    Conservation Buffer Area. For example, article II of the Declaration, entitled "Land
    Plan," contains the following relevant provisions:
    2.2. The Park Areas. The Park Areas shall be
    owned by the Association and maintained in an attractive
    landscaped manner, all consistent with and in accordance
    with all laws, ordinances and regulations.
    ....
    2.4. The Conservation Area and the Conservation
    Buffer Area.
    a. The Conservation Area and the
    Conservation Buffer Area shall be owned by and shall be the
    perpetual responsibility of the Bethany Trace Owners'
    Association, Inc. and may in no way be altered from their
    natural state. . . .
    b. The Association shall be responsible for an
    annual basic wetland monitoring plan for the period which
    ends on September 30, 1997, which will include panoramic
    photographs, staff gauge readings and vegetation
    discussion. This information will be submitted to South
    Florida Water Management District in accordance with the
    permit issued for Bethany Trace.
    2.5. Bethany Lake. Bethany Lake shall be owned
    by the Association and maintained in an attractive manner,
    all consistent with and in accordance with all laws,
    ordinances and regulations.
    2.6. The Lake Maintenance Area. The Lake
    Maintenance Area shall be owned by the Association and
    maintained in an attractive manner, all consistent with and in
    accordance with all laws, ordinances and regulations.
    ....
    2.15. Title to Common Areas. The Developer shall
    convey legal title to the Common Areas to the Association
    -6-
    free and clear of any encumbrances, and such conveyance
    shall be subject to the terms of this Declaration and any
    Supplemental Declaration, including any easement and
    licenses set out therein and easements for such utility
    services as the Developer deems appropriate, but may not
    be subject to the terms of a mortgage.
    (Emphasis added.) Article VI of the Declaration requires the Association to maintain
    Bethany Lake and the Lake Maintenance Area. Article IX of the Declaration identifies
    the Association's expenses as those necessary to "own and maintain the Common
    Areas, including without limitation, the Park Areas, Bethany Lake and the Lake
    Maintenance Area, [and] to preserve and monitor the Conservation Area and the
    Conservation Buffer Area." That same article requires the Association to insure and
    maintain—and collect assessments to pay for the maintenance of—these identified
    lands. Finally, article VII of the Declaration makes the Association responsible for the
    removal of invasive exotic species in the Conservation Area and Conservation Buffer
    Area.
    It is clear from the language of the entire Declaration that the Association
    was given ownership rights and obligations in Bethany Lake, the Lake Maintenance
    Area, the Park Area, and the Conservation Area and Conservation Buffer Area that are
    separate and apart from some otherwise generic "common areas" that might be
    identified on some future recorded plat. None of the Association's obligations as to
    these specifically identified lands are contingent on the developer subsequently
    recording a separate plat that identifies them as "Common Areas." Instead, it is clear
    from a reading of the entire Declaration that the ownership rights and obligations as to
    these identified lands spring from the Declaration itself. And this interpretation is further
    reinforced by section 10.12 of the Declaration, which permits the developer to add
    -7-
    common areas to the subdivision by recording an amendment to the Declaration—not
    by recording a new subdivision plat.
    Additional support for this interpretation of section 1.6 comes from the
    language of the assignment from Lehigh Corporation to Watermen. That assignment
    required Watermen to convey to the Association "those Common Areas referred to as
    'Bethany Lake', the 'Lake Maintenance Area', the 'Park Area', and the 'Conservation
    Area and Conservation Buffer Area.' " This phrasing indicates that these identified
    lands are separate and apart from any general "common areas" that might otherwise
    exist. And an interpretation of section 1.6 as requiring a recorded plat before any
    interest arose in these identified lands would render Watermen's obligation to convey
    them to the Association illusory since it was undisputed that no plat of Bethany Trace
    had been recorded in the years between 1994, when the Declaration was recorded, and
    2001, when the assignment was signed.
    Here, the interpretation adopted by the trial court results in portions of the
    Declaration being meaningless. It ignores those portions of the Declaration that state
    that the Association shall own and maintain Bethany Lake, the Lake Maintenance Area,
    the Park Area, and the Conservation Area and Conservation Buffer Area, and it also
    renders the obligation of the developer to convey legal title to these lands to the
    Association meaningless. The Association's interpretation, on the other hand, is a
    reasonable interpretation that gives meaning to all of the provisions of the Declaration
    and the subsequent assignment. Therefore, we reverse the final summary judgment in
    favor of Watermen and Whispering Lakes and remand for further proceedings.
    -8-
    Reversed and remanded for further proceedings.
    DAVIS, C.J., and KELLY, J., Concur.
    -9-
    

Document Info

Docket Number: 2D13-2792

Citation Numbers: 155 So. 3d 1188, 2014 Fla. App. LEXIS 19698, 2014 WL 6778285

Judges: Villanti, Davis, Kelly

Filed Date: 12/3/2014

Precedential Status: Precedential

Modified Date: 10/19/2024