Bethany Trace Owners' Association, Inc. v. Whispering Lakes I, LLC

155 So. 3d 1188, 2014 Fla. App. LEXIS 19698, 2014 WL 6778285
CourtDistrict Court of Appeal of Florida
DecidedDecember 3, 2014
Docket2D13-2792
StatusPublished
Cited by9 cases

This text of 155 So. 3d 1188 (Bethany Trace Owners' Association, Inc. v. Whispering Lakes I, LLC) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bethany Trace Owners' Association, Inc. v. Whispering Lakes I, LLC, 155 So. 3d 1188, 2014 Fla. App. LEXIS 19698, 2014 WL 6778285 (Fla. Ct. App. 2014).

Opinion

VILLANTI, Judge.

Bethany Trace Owners’ Association, Inc. (the Association), appeals the final summary judgment entered in favor of Whispering Lakes I, LLC, and Watermen-Pin-nacle, 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, Le-high Corporation prepared a Declaration of Covenants, Conditions, Restrictions & Easements (the Declaration). The Declaration contained the following definition of *1190 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.

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.

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 *1191 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 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 (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.

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Bluebook (online)
155 So. 3d 1188, 2014 Fla. App. LEXIS 19698, 2014 WL 6778285, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bethany-trace-owners-association-inc-v-whispering-lakes-i-llc-fladistctapp-2014.