1401 BRICKELL ASSOCIATES, LTD., A NEW YORK PROFESSIONAL ASSOCIATION, AND STINSON, LYONS & SCHUETTE, P.A., A PROFESSIONAL ASSOCIATION, APPELLANTS/APPELLEES,
v.
STINSON, LYONS & SCHUETTE, P.A., A FLORIDA PROFESSIONAL ASSOCIATION AND 1401 BRICKELL ASSOCIATES, LTD., A NEW YORK PROFESSIONAL ASSOCIATION, APPELLEES/APPELLANTS
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A Florida appellate court affirmed a declaratory decree determining that a commercial lessor unreasonably withheld consent to subleases and could not block reasonable sublease renovations, but reversed summary judgment for the lessor on a breach of lease claim, holding that the lessee was entitled to pursue damages for the lessor's unreasonable withholding of consent.
The court affirmed that the lessor unreasonably withheld consent to the subleases in violation of the lease agreement's sublease provision and the parties' long-standing practice. The court held that the lessor breached the lease agreement by unreasonably withholding consent and that the lessee was entitled to reasonable consequential damages. Filing a declaratory decree action does not insulate a lessor from a valid breach of contract claim.
[1] A commercial lease provision allowing subleasing may be interpreted in accordance with the long-standing practice of the parties.
[2] A lessor's refusal to consent to a proposed sublease is unreasonable when the proposed sublease complies with the lease agreement and established practice.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“the sublease provision of the lease agreement between the parties allows the lessee, Stinson, Lyons and Schuette, P.A., to sublease a portion of the demised premises in accord with the long-standing practice of the parties”
Establishes that the sublease clause permitted subleasing consistent with the parties' historical conduct
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Join FLexlaw to unlock all legal intelligenceStinson, Lyons & Schuette, P.A. (lessee) sought to sublease portions of commercial premises leased from 1401 Brickell Associates, Ltd. (lessor). The l…
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PER CURIAM.
This is a consolidated appeal from (1) a final declaratory decree involving the interpretation of a sublease provision in a commercial lease agreement, and (2) a final summary judgment in favor of the defendant lessor in an action for breach of the aforesaid lease agreement. We affirm the final declaratory decree, but reverse the final summary judgment based on the following briefly stated legal analysis.
First, the trial court was eminently correct in concluding that (a) the sublease provision of the lease agreement between the parties allows the lessee, Stinson, Lyons and Schuette, P.A., to sublease a portion of the demised premises in accord with the long-standing practice of the parties, see Lalow v. Codomo, 101 So. 2d 390, 393 (Fla.1958); City of Miami v. Florida Power & Light Co., 180 So. 2d 344, 346 (Fla. 3d DCA 1965), cert. denied, 188 So. 2d 814 (Fla.1966); (b) the lessor, 1401 Brickell Associates, Ltd., unreasonably withheld its consent to the two proposed subleases of portions of the demised premises, Fernandez v. Vazquez, 397 So. 2d 1171, 1174 (Fla. 3d DCA 1981); see Popovic v. Florida Mechanical Contractors, Inc., 358 So. 2d 880, 884-85 (Fla. 2d DCA 1978); and (c) the said lessor could not exclude the two subtenants by refusing to approve the proposed reasonable sublease renovations. See Prestin v. Mobil Oil Corp., 741 F. 2d 268, 272-73 (9th Cir.1984); Catalina, Inc. v. Biscayne Northeast Corp. of Fla., 296 So. 2d 680, 582-83 (Fla. 3d DCA), cert. denied, 306 So. 2d 123 (Fla.1974).
We further find no error in the trial court’s clarification of its declaratory decree or in its refusal to rehear this modification. See Johnson v. Royal Garden Estates, Inc., 371 So. 2d 577, 579 (Fla. 2d DCA 1979); Schwab & Co. v. Breezy Bay, Inc., 360 So. 2d 117, 118 (Fla. 3d DCA 1978); Viking Superior Corp. v. W.T. Grant Co., 212 So. 2d 331, 334 (Fla. 1st DCA 1968).
We have not overlooked the lessor/appellant’s extensive arguments to the contrary, but conclude that such arguments cannot carry the day.
Second, the trial court erred, however, in entering final summary judgment in favor of the lessor on the lessee’s action for breach of the lease agreement. By unreasonably withholding consent to the proposed sublease herein, as ruled by the trial court in the declaratory decree, it is plain that (a) the lessor breached the subject lease agreement with the lessee, and (b) the lessee was entitled to reasonable consequential damages as a result of this breach. The mere filing of the declaratory decree action cannot insulate the lessor from an otherwise valid breach of contract claim herein. See Fernandez, 397 So. 2d at 1174; Catalina v. Biscayne Northeast Corp. of Fla., 296 So. 2d 580, 582 (Fla. 3d DCA), cert. denied, 306 So. 2d 123 (Fla. 1974); Ennis v. Warm Mineral Springs, Inc., 203 So. 2d 514, 517 (Fla. 2d DCA 1967), cert. denied, 210 So. 2d 870 (Fla.1968).
The final declaratory decree under review is affirmed; the final summary judgment under review is reversed and remanded for further proceedings.
Affirmed in part; reversed in part and remanded.
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First Nationwide Bank v. Fla. Software Servs., Inc., 770 F. Supp. 1537 (M.D. Fla. 1991)…f consent to assign a lease, which fails the tests for good faith and commercial reasonableness, constitutes a breach of the lease agreement. Fernandez, 397 So.2d at 1174; see Brickell Associates, Ltd. v. Stinson, Lyons & Schuette, P.A., 522 So.2d 459 (Fla.Dist.Ct.App.1988). The Court held that denying consent solely on the basis of personal taste, convenience or sensibility or in order that the landlord may charge a higher rent than originally contracted for are all arbitrary reasons which fail…
Authorities Cited (16 total)
- Lalow v. Codomo, 101 So. 2d 390 (Fla. 1958)
- Schwab & Co., Inc. v. Breezy BAY, Inc., 360 So. 2d 117 (Fla. 3d DCA 1978)
- Fernandez v. Vazquez, 397 So. 2d 1171 (Fla. 3d DCA 1981)
- Ennis v. Warm Mineral Springs, Inc., 203 So. 2d 514 (Fla. 2d DCA 1967)
- Viking Superior Corp. v. W. T. Grant Co., 212 So. 2d 331 (Fla. 1st DCA 1968)
- Prestin v. Mobil OIL Corp., 741 F.2d 268 (9th Cir. 1984)
- Catalina, Inc. v. Biscayne Ne. Corp. OF Fla., 296 So. 2d 580 (Fla. 3d DCA 1974)
- Brown v. Wainwright, 188 So. 2d 814 (Fla. 1966)
- Beck v. State, 188 So. 2d 814 (Fla. 1966)
- Popovic v. Fla. Mech. Contractors, Inc., 358 So. 2d 880 (Fla. 2d DCA 1978)