ECKERD CORPORATION v. Corners Group, Inc.

786 So. 2d 588, 2000 Fla. App. LEXIS 16932, 2000 WL 1878949
CourtDistrict Court of Appeal of Florida
DecidedDecember 29, 2000
Docket5D99-2096
StatusPublished
Cited by5 cases

This text of 786 So. 2d 588 (ECKERD CORPORATION v. Corners Group, Inc.) 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
ECKERD CORPORATION v. Corners Group, Inc., 786 So. 2d 588, 2000 Fla. App. LEXIS 16932, 2000 WL 1878949 (Fla. Ct. App. 2000).

Opinion

786 So.2d 588 (2000)

ECKERD CORPORATION, Appellant,
v.
CORNERS GROUP, INC., etc., et al., Appellees.

No. 5D99-2096.

District Court of Appeal of Florida, Fifth District.

December 29, 2000.
Rehearing Denied June 12, 2001.

*589 Shawn G. Rader, of Lowndes, Drosdick, Doster, Kantor & Reed, P.A., Orlando, for Appellant.

Michael L. Gore, of Shutts & Bowen LLP, Orlando, for Appellees.

ORFINGER, M., Senior Judge.

Eckerd Corporation (Eckerd) appeals the denial of its request for injunctive relief. At issue is the enforceability of a restrictive covenant placed on a parcel of land by Eckerd, which Eckerd contends would be violated by appellees' plans to construct a competing Walgreens' Pharmacy. Because we agree that the trial court erred in its interpretation of the restrictive covenant, we reverse.

In February 1997,[1] Eckerd purchased a parcel of property at the northwest corner of SR 436 and Howell Branch Road in Seminole County (the "Corners Group Property" or the "restricted parcel"). It was Eckerd's intention to acquire additional adjacent property so as to have sufficient land for a prototype pharmacy and for the required parking, but it was unable to do so. In February 1998, Eckerd sold the restricted parcel to S. Clark Butler, Trustee, after first having duly recorded the following restrictive covenant in the public records of Seminole County.

No part of the property shall be used as a pharmacy or drug store or for the sale or offer for sale of any pharmaceutical *590 products requiring the services of a registered pharmacist, for a period fifty (50) years from April 7, 1997, and this restriction shall run with the land.

The deed to Butler contained the same restriction. Eckerd then built its prototype store diagonally across from the Corners Group Property.

In December 1998, appellees Corners Group, Inc. (Corners Group) purchased the restricted parcel from Butler, and on the same day, Butler sold adjacent (and unrestricted) property to appellees HB Plaza, Inc. (HBP). The officers, directors and shareholders of Corners Group and of HBP are the same, and are sophisticated real estate developers and investors. Appellees were aware of the restrictions when they purchased the Corners Group Property, and they knew of the location of the Eckerd store across the street when they purchased the property and when they proposed the site to Walgreens. At the December 1998 closing, Corners Group and HBP entered into a reciprocal agreement which essentially tied the Corners Group property and the HBP property for development purposes, granting cross-easements for ingress and egress, drainage, signage, parking and the like.

Corners Group then submitted a single development plan for a Walgreen's Pharmacy to Seminole County for approval. As presented to Seminole County by Corners Group, the Walgreens store building would be built on the H.B. Plaza Property and no part of the actual building would be constructed on the Corners Group Property. The Corners Group Property, however, which is encumbered by the restriction, would serve as parking for the store, would contain signage for the development, and would provide one method of ingress and egress to the store. The Walgreens store would contain a pharmacy offering the sale of pharmaceutical products requiring the services of a registered pharmacist.

Eckerd moved for a temporary injunction to stop Walgreens from building its pharmacy across the street. At the evidentiary hearing on the injunction, the Principal Planner for Seminole County testified that because of zoning requirements the parking spaces proposed for the Corners Group Property (the restricted parcel) were absolutely essential to the proposed site plan, and without them the project would not be approved. Following the hearing, the trial court granted Eckerd's request for a temporary injunction. However, on final hearing, after the parties stipulated that no additional issues of fact were present and that the court could render a decision as a matter of law, the court denied Eckerd's motion for entry of final judgment, ruled in favor of appellees and dissolved the temporary injunction.

Eckerd contends that the trial court erred when it held that the restrictive covenant does not prohibit the construction of parking spaces, landscape islands or signage in the restricted parcel by its clear and unambiguous terms. Corners Group contends, that because the pharmacy is to be located on unrestricted property, and no part of the structure is actually located on the restricted parcel, merely using the restricted parcel for adjacent parking does not violate the covenant.

Neither the parties nor this court has been able to find a Florida case squarely addressing the issue before us. The general rule of covenant interpretation has been expressed, however, in a long series of cases. While covenants that run with the land must be strictly construed in favor of the free and unrestricted use of real property, a restriction which sufficiently evidences the intent of the parties and which is unambiguous will be enforced *591 according to its terms. Mizell v. Deal, 654 So.2d 659 (Fla. 5th DCA 1995). See also Cottrell v. Miskove, 605 So.2d 572 (Fla. 2d DCA 1992). Put another way, although restrictive covenants should be narrowly construed in favor of the free transferability of property, they should never be construed in a manner which would defeat the plain and obvious purpose and intent of the restriction. Robins v. Walter, 670 So.2d 971 (Fla. 1st DCA 1995); Brower v. Hubbard, 643 So.2d 28 (Fla. 4th DCA 1994).

Appellees point to the case of Siciliano v. Misler, 399 Pa. 406, 160 A.2d 422 (1960), as a decision which supports the trial court's ruling. There, appellants had purchased two adjacent tracts of property. One of the tracts was unrestricted, while the other was subject to the following restriction:

`No part of the premises hereinafter described shall at any time hereafter be used for the operation of, occupied by, or have constructed thereon a store or market of the kind character usually and customarily maintained and designated as a super market for the sale, at retail to the public, of raw or processed food products which are not consumed on the premises, or the parking of motor vehicles for the convenience of the patrons of such a store or market; * * *.'

Appellant built a supermarket on the unrestricted parcel and built the parking lot for the market on the restricted parcel. In reversing a temporary injunction granted by the lower court, the Pennsylvania Supreme Court, relying on the strict construction policy, held that the words "such a" referred only to a store on the restricted parcel, so that both the store and the parking had to be on the restricted parcel in order for the restriction to apply. We find this logic flawed for the reason that it makes the phrase "or the parking of motor vehicles for the convenience of the patrons of such a store or market ..." superfluous. If both the store and the parking are on the restricted parcel there is no need to refer to the parking separately, because the store alone violates the restriction. Clearly, the obvious purpose of the reference to parking was to restrict parking service to a market wherever located, in order to give meaning to those words.

The case of H.E. Butt Grocery Co. v. Justice,

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Bluebook (online)
786 So. 2d 588, 2000 Fla. App. LEXIS 16932, 2000 WL 1878949, Counsel Stack Legal Research, https://law.counselstack.com/opinion/eckerd-corporation-v-corners-group-inc-fladistctapp-2000.