DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
JOHN HAGGIN,
Appellant,
v.
ALLSTATE INVESTMENTS, INC., a Florida corporation,
and ANN Z. KING,
Appellees.
No. 4D18-568
[January 16, 2019]
Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm
Beach County; Lisa S. Small, Judge; L.T. Case No.
502012CA021136XXXXMB.
Chris Alan Draper of Greenspoon Marder, LLP, West Palm Beach, for
appellant.
Steven M. Selz of Selz & Muvdi Selz, P.A., Jupiter, for appellee Allstate
Investments, Inc.
LEVINE, J.
In 1998, appellant signed a lease guaranty for a 1,400 square foot space
in a shopping center for monthly rent of $1,174. Over time, the space for
the lease between the landlord and tenant increased to 2,720 square feet
with monthly rent of $5,428. In 2012, the landlord sued the tenant and
appellant, as guarantor. The landlord claims that the lease signed by
appellant in 1998 included a “continuing guaranty.” Furthermore, the
landlord relies on appellant’s own deposition testimony to support the
claim that the guaranty was valid. Appellant claims that the guaranty
applied only to the term of the lease and a single option to renew for three
years.
We find that the plain language of the lease governs. The guaranty
refers to the lease, which has a term of three years with “an option to renew
this Lease for one (1) additional three (3) year term.” The guaranty was
limited to the term of the lease and its solitary three-year option to renew.
Thus, the guaranty was not a continuing guaranty. We therefore reverse
the trial court’s granting of summary judgment for the landlord and find
for appellant.
In 1998, the tenant entered into an agreement with the landlord for a
three-year term. An addendum executed the same day as the lease stated:
Landlord grants to Tenant an option to renew this Lease for
one (1) additional three (3) year term subject to the following:
....
(e) All other terms and conditions of this Lease shall remain
unchanged with the exception of monthly Base Rent which
shall be increased during the renewal term of each
anniversary of the Commencement Date . . . .
Appellant then signed a lease guaranty to the tenant’s lease with the
landlord. Appellant signed the guaranty and “agree[d] that this guarantee
shall remain for the renewal, modification, extension or waiver of this
Lease.” Through the years, there were several modifications and
amendments to the original lease. In 1999, a modification increased the
space rented and increased the rent. In 2001, an amendment extended
the option to renew for five years ending in 2006 and increased the amount
of rent. In 2006, another amendment extended the option to renew for
another three years ending in 2009 and increased the rent. Finally, an
amendment in 2008 extended the option to renew until 2014. The 2008
amendment also increased the rent again, topping $5,428 per month in
the first year. Appellant did not sign any of these modifications.
In 2012, the landlord sued the tenant and appellant, as guarantor, due
to the tenant’s failure to pay rent. Appellant and the landlord both filed
motions for summary judgment. The landlord argued that the language
of the guaranty contemplated modifications, renewals, and extensions of
the lease. Further, the landlord relied on appellant’s deposition testimony.
At one point in his deposition, appellant testified that he thought he signed
the guaranty for a “three year lease.” Later, when asked if the 2006
modification was covered by the guaranty, appellant said, “It looks like it
is covered by the guaranty, sir.” The landlord filed an affidavit stating in
part that he would not have gone forward with the lease without a
continuing guaranty. Appellant also filed an affidavit stating that he was
not informed of the lease’s modifications.
The trial court granted summary judgment in favor of the landlord. The
trial court found that the “language of the guarantee is reasonably
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susceptible to differing interpretations and is therefore ambiguous.” The
trial court relied on appellant’s deposition transcript as well as the
affidavits from appellant and the landlord to conclude that the guaranty
was a continuing guaranty. As a result, the trial court entered a judgment
in favor of the landlord for $291,802. This appeal follows.
This court reviews an order granting summary judgment de novo.
Volusia Cty. v. Aberdeen at Ormond Beach, L.P.,
760 So. 2d 126, 130 (Fla.
2000). Further, we also review whether a contract is ambiguous as being
a question of law. Soncoast Cmty. Church of Boca Raton, Inc. v. Travis
Boating Ctr. of Fla., Inc.,
981 So. 2d 654, 655 (Fla. 4th DCA 2008).
We start our review by looking at the plain language of the contract.
“An agreement is ambiguous if as a whole or by its terms and conditions
it can reasonably be interpreted in more than one way.” Nationstar Mortg.
Co. v. Levine,
216 So. 3d 711, 715 (Fla. 4th DCA 2017). As a general rule,
only if the contract is ambiguous will the parties’ intent become “a question
of fact for the fact-finder, precluding summary judgment.” Life Care Ponte
Vedra, Inc. v. H.K. Wu,
162 So. 3d 188, 191-92 (Fla. 5th DCA 2015).
However, if the agreement is unambiguous, then the plain language of the
contract governs and there is no need for parol evidence of the parties’
intent. See Vocelle & Berg, L.L.P. v. IMG Citrus, Inc.,
125 So. 3d 843, 844-
45 (Fla. 4th DCA 2013).
“Under Florida law, a guaranty for a lease can be continuing, but it
must expressly state that it is intended to cover future transactions for the
guarantor to be liable for extensions and renewals.” Sheth v. C.C.
Altamonte Joint Venture,
976 So. 2d 85, 87 (Fla. 5th DCA 2008). A
guaranty is continuing
if it contemplates a future course of dealing during an
indefinite period, or if it is intended to cover a series of
transactions or succession of credits, or if its purpose is to
give to the principal-debtor a standing credit to be used by it
from time to time. Thus, a continuing guaranty covers all
transactions, including those arising in the future, which are
within the description of contemplation of the agreement.
Fid. Nat’l Bank of S. Miami v. Melo,
366 So. 2d 1218, 1221 (Fla. 3d DCA
1979).
Does the plain language of the agreement include a continuing
guaranty, or does the agreement demonstrate a guaranty applied only to
a term-of-years lease with a single, three -year renewal? We conclude that
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the lease, and the guaranty signed by appellant, was limited to the original
three-year term with “an option to renew this lease for one (1) additional
three (3) year term.” Thus, appellant’s liability as guarantor was restricted
to the clear limits on the option to renew as laid out in the agreement and
its addenda. Since the language of limitation on options to renew is clear
and unambiguous, then the guaranty could not be construed as being a
continuing guaranty.
The “renewal, modification, extension or waiver” language in the
guaranty does not change this result. Reading the guaranty in pari materia
with the lease does not alter the fact that the lease applied to a three-year
term with a single, three-year renewal. Any “renewal, modification,
extension or waiver” would be limited by the parameters of the term of the
lease and its option to renew. Because the guaranty referenced this
particular lease, the guaranty was limited by the terms of the original
lease.
Further, the guaranty did not meet the definition of a continuing
guaranty because it did not “expressly state that it is intended to cover
future transactions.” See
Sheth, 976 So. 2d at 87. Nor did the guaranty
“contemplate[] a future course of dealing during an indefinite period, or . .
. cover a series of transactions”; rather, the guaranty operated for the finite
period of time delineated in the original lease. See
Melo, 366 So. 2d at
1221.
Given the clear and unambiguous language of the lease and addenda,
there was no need to consider parol evidence as to the parties’ intent.
Therefore, the trial court erred in considering appellant’s deposition and
the parties’ affidavits to the extent they added anything to the analysis.
Even if the lease were ambiguous—which it is not—we still would rest
on the fact that the original lease and addenda, including the option to
renew and guaranty, were drafted by the landlord. “[A]n agreement of
guaranty is construed against the party who prepared or presented same.”
Miami Nat’l Bank v. Fink,
174 So. 2d 38, 40 (Fla. 3d DCA 1965). Because
the landlord drafted the documents, they must be construed against the
landlord. This means that instead of construing the guaranty as a
continuing guaranty, we construe it as an agreement limited to the original
term in the lease and the solitary three-year term of renewal.
For all of these reasons, we reverse the summary judgment entered in
favor of the landlord and remand with instructions to enter judgment in
favor of appellant.
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Reversed and remanded with instructions.
GROSS and CIKLIN, JJ., concur.
* * *
Not final until disposition of timely filed motion for rehearing.
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