ROYAL HARBOUR YACHT CLUB MARINA CONDOMINIUM ASSOCIATION, INC.

v.

FRANK A. MARESMA, ETC.,

MILLER, J.

Appellant, Royal Harbour Yacht Club Marina Condominium Association, Inc. (the “Association”), challenges a final summary judgment entered in favor of appellee, Frank A. Maresma, on his complaint for declaratory and mandatory injunctive relief.

On appeal, the Association contends that, faced with conflicting evidence, the lower tribunal erred in summarily adjudicating its affirmative defenses. For the reasons set forth below, we reverse and remand for further proceedings. After his application to install a boat lift was denied by the Association, Maresma filed suit, alleging the decision was “unreasonable, arbitrary, and capricious.” The Association answered and raised various affirmative defenses, among them that the proposed lift would create a disharmonious appearance within the marina and obstruct the views of other residents.

Hence, it asserted the denial of Maresma’s application was reasonable and shielded from judicial review by the business judgment rule. Discovery progressed, and both parties eventually sought summary judgment.

The trial court granted final summary judgment for Maresma, determining “there [was] already a disharmonious appearance of the Marina based upon the boat lifts . . . installed within the Marina.”¹ The instant appeal ensued.

“Summary judgment is proper if there is no genuine issue of material fact and if the moving party is entitled to a judgment as a matter of law.” Volusia Cty. v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126, 130 (Fla. 2000) (citing Menendez v. Palms W. Condo. Ass’n, 736 So. 2d 58 (Fla. 1st DCA 1999)). The reviewing court “view[s] the facts in a light most favorable to the nonmoving party and conduct[s] a de novo review of such a judgment.” Maronda Homes, Inc. v. Lakeview Reserve Homeowners Ass’n, Inc., 127 So. 3d 1258, 1268 (Fla. 2013) (citations omitted). “[T]he burden of proving the absence of a genuine issue of material fact is upon the moving party.” Holl v. Talcott, 191 So. 2d 40, 43 (Fla. 1966).

Accordingly, it is well-established that “[i]n order for a plaintiff to obtain a summary judgment [where] the defendant asserts affirmative defenses, the plaintiff must either disprove those defenses by evidence or establish [their] legal insufficiency.” Howdeshell v.

First Nat’l Bank of Clearwater, 369 So. 2d 432, 433 (Fla. 2d DCA 1979). In the instant case, the Association pled that the denial of the application was both authorized by its governing documents and reasonable, thus its “business decision[] should not be fodder for in-depth ex post legal scrutiny.” Int’l Ins. Co. v. Johns, 874 F. 2d 1447, 1458 n.20 (11th Cir. 1989) (citation omitted). “Courts have properly decided to give directors a wide latitude in the management of the affairs of a corporation provided always that judgment, and that means an honest, unbiased

judgment, is reasonably exercised by them.” Otis & Co. v. Pa.

R. Co., 61 F. Supp. 905, 911 (E.D. Pa. 1945). “The business judgment rule is a policy of judicial restraint born of the recognition that directors are, in most cases, more qualified to make business decisions than are judges.” Int’l Ins. Co., 874 F. 2d at 1158 n.20. Florida courts have extended business-judgment deference to common interest associations “if [a] decision is within the scope of the association’s authority and is reasonable–that is, not arbitrary, capricious, or in bad faith.” Miller v. Homeland Prop. Owners Ass’n, Inc., 284 So. 3d 534, 537 (Fla. 4th DCA 2019) (quoting Hollywood Towers Condo. Ass’n, Inc. v. Hampton, 40 So. 3d 784, 787 (Fla. 4th DCA 2010)); see also Garcia v. Crescent Plaza Condo. Ass’n, Inc., 813 So. 2d 975, 978 (Fla. 2d DCA 2002) (“[T]he ‘business judgment rule’ protects the Association’s board of directors when making business decisions in good faith.”) (citation omitted).

The question of reasonableness under the business judgment rule is an issue of fact. Miller, 284 So. 3d at 537 (citation omitted).

Here, the summary judgment evidence presented conflicting opinions regarding the congruency, or lack thereof, of the existing boat lifts. Because a court may not resolve disputed factual issues, Maresma “failed to conclusively refute the factual allegations or to establish the legal insufficiency of the affirmative defenses.” O’Neal v. Brady, 476 So. 2d 294, 294 (Fla. 3d DCA 1985); see Wal-Mart Stores, Inc. v. Tracz, 799 So. 2d 413 (Fla. 5th DCA 2001).

Consequently, we conclude

summary judgment was improvidently entered and reverse and remand for further proceedings. Reversed and remanded.