GROVEHURST HOMEOWNERS ASSOCIATION, INC.

v.

STONE CREST MASTER ASSOCIATION, INC.

TRAVER, C.J.

Grovehurst Homeowners Association, Inc. appeals a final judgment entered for Stone Crest Master Association, Inc. following a non-jury trial.¹ In this dispute between a master association and one of its five sub-associations, the issue involves

whether Stone Crest’s master declaration of covenants, conditions and restrictions (“Master Declaration”) empowered it to contract with the remaining four sub-associations to provide landscape maintenance on sub-association common areas Stone Crest did not own. Stone Crest entered into these contracts (“maintenance agreements”), and then it assessed Grovehurst for its pro rata share of the costs, even though Grovehurst performed its own landscape maintenance. The parties dispute whether the Master Declaration grants Stone Crest this assessment power. Because the broad powers contained in the Master Declaration permitted Stone Crest’s actions, we affirm.

The underlying facts of this matter are undisputed. In 2002, a sophisticated developer created Stone Crest, a planned unit development residential community in Winter Garden. Stone Crest contains 615 single-family homes in five separated neighborhood communities. Each of the neighborhoods has its own entryway signage and a decorative brick wall that sections off the community from roadways and the other neighborhoods. Pathways connect each neighborhood, though, and every resident of each neighborhood has the ability to walk these paths, which pass by a lake, ponds, and fountains located within the neighborhoods.

From 2005 to 2011, Stone Crest provided lawn maintenance services to common areas in each neighborhood, including the strips located between the walls and the roadways. In 2011, Stone Crest entered into the maintenance agreements

with every sub-association except Grovehurst. Although Grovehurst declined to enter into a maintenance agreement and insisted on doing the lawn care on common areas it owned, Stone Crest assessed Grovehurst for its pro rata share of the work Stone Crest performed for the other four sub-associations as part of Stone Crest’s annual assessment to all 615 lot owners. The parties agree that the operative documents are unambiguous, but they have diametrically opposed views on those documents’ meaning. At issue in this case is Stone Crest’s power to assess. Grovehurst contends that a “holistic” view of the operative documents, i.e. Master Declaration, the plats illustrating the five sub-associations, Stone Crest’s bylaws and articles of incorporation, and Grovehurst’s own declaration, shows that Stone Crest has no power to assess for maintenance on property it does not own.² Stone Crest responds that the Master Declaration granted it broad assessment powers, and its actions in this matter fell within that expansive authority. We review de novo the trial court’s interpretation of the Master Declaration and other governing association documents in this case. See Valencia Reserve Homeowners Ass’n v. Boynton Beach Assocs., XIX, LLLP, 278 So. 3d 714, 716 (Fla. 4th DCA 2019). We interpret these homeowners’ association documents using

contract principles. See Rivercrest Cmty. Ass’n v. Am. Homes⁴ Rent Props. One, LLC, 298 So. 3d 106, 110–11 (Fla. 2d DCA 2020). We construe a contract’s provisions in the context of the entire agreement, and “[c]ourts must strive to read a contract in a way that gives effect to all of the contract’s provisions.” Retreat at Port of Islands, LLC v. Port of Islands Resort Hotel Condo. Ass’n, 181 So. 3d 531, 533 (Fla. 2d DCA 2015). The parties’ intention governs contract construction and interpretation. See Republic Servs., Inc. v. Calabrese, 939 So. 2d 225, 226 (Fla. 5th DCA 2006). The best evidence of intent is the contract’s plain language. Gendzier v. Bielecki, 97 So. 2d 604, 608 (Fla. 1957). Where this language, as here, is clear and unambiguous, we look only to the plain meaning of the words in the contract. E.g., Sheen v. Lyon, 485 So. 2d 422, 424 (Fla. 1986). We construe contractual language by reading it “in common with other provisions of the contract.” Royal Oak Landing Homeowner’s Ass’n v. Pelletier, 620 So. 2d 786, 788 (Fla. 4th DCA 1993) (citing Triple E Dev. Co. v. Floridagold Citrus Corp., 51 So. 2d 435 (Fla. 1951)). Our goal is to “arrive at a reasonable interpretation of the text of the entire agreement to accomplish its stated meaning and purpose.” Silver Shells Corp. v. St. Maarten at Silver Shells Condo. Ass’n, 169 So. 3d 197, 203 (Fla. 1st DCA 2015) (quoting Taylor v. Taylor,¹ So. 3d 348, 350 (Fla. 1st DCA 2009)). In this effort, we do not interpret a contract in way that renders

its provisions meaningless. Id. A court should reach a contract interpretation consistent with reason, probability, and the practical aspect of the transaction between the parties. Pelletier, 620 So. 2d at 788. A plain reading of the unambiguous Master Declaration in this case supports Stone Crest’s power to assess for maintenance on property it does not own.³ Stone Crest governs the five sub-associations, and its power to assess is outlined in the Master Declaration. The Master Declaration defines “Assessment” as “the amount of money assessed against an Owner for the payment of the Owner’s share of common fees, expenses and any other funds which an Owner may be required to pay to [Stone Crest] as set out by this [Master Declaration], [Stone Crest’s articles of incorporation], or [Stone Crest’s bylaws].” “Owners” means the record owners of the 615 lots contained in the master association. The Master Declaration provides for the payment of an annual assessment and details its purpose. Specifically, it dictates that the annual assessment “must be used exclusively to promote the recreation, health, safety and welfare of the Owners . . . .” It then lists three provisions after the word “including.” The Master Declaration

explains that “including” means “without limitation.” In this sense, each provision is not limited by the others. The first two provisions reference the maintenance of the “Common Area” as well as the costs of “labor, equipment, materials, management and supervision of the Common Area.” “Common Area” is a defined term in the Master Declaration, meaning property owned by Stone Crest. Again, the parties do not dispute that Stone Crest does not own the property at issue in this case, and therefore, the first two provisions do not give it the power to assess to pay the management agreements. The last provision, however, is not related to the maintenance or management of the Stone Crest-owned Common Area. Instead, it generally provides for “all other general activities and expenses of [Stone Crest].” The Master Declaration’s definition of “Assessment” plainly does not reference the “Common Area”—property Stone Crest owns—as a limitation on Stone Crest’s assessment powers. Instead, “Assessment” is defined expansively as the amount of money an Owner must pay to Stone Crest for his or her share of “common fees, expenses, and other funds” as set out by the Master Declaration, Stone Crest’s articles of incorporation and Stone Crest’s bylaws.⁴ The Master

Declaration separately limits Stone Crest’s powers to assess in the section related to its assessment powers, but land ownership is not a limiting factor. Instead, Stone Crest’s assessment powers are limited to actions that promote lot owners’ “recreation, health, safety, and welfare” in the context of Stone Crest’s “general activities.” The Master Declaration further outlines Stone Crest’s relationship with its sub-associations, and nothing about that relationship precludes Stone Crest’s actions. Indeed, the Master Declaration explains that Stone Crest has the sole responsibility to collect Assessments from its members, and that it may “make and collect charges for maintenance services” from any Owner or sub-association. It states that these charges are “separate, apart, and in addition to” assessments that any sub-association like Grovehurst can levy on its members. It recites that each sub-association also has the ability to impose maintenance assessments on its members, but that these assessments are subordinate to Stone Crest’s.⁵ This would include the property at issue.⁵ The individual sub-association plats’ recitations that the sub-association shall “maintain” its common areas are consistent with this restriction.

desirability of” the entire property. To that end, it instructs us to construe its provisions “in favor of the party seeking to enforce its provisions to effectuate its purpose of protecting and enhancing the value, marketability, and desirability of the [entire property] as a residential community by providing a common plan for their development and enjoyment.” In this overall context, Stone Crest’s assessments promote lot owners’ recreation and welfare in at least two ways. First, the assessments provide for a safe and enjoyable experience in using the neighborhoods’ shared walking paths, with their accompanying lake, fountains, and ponds. Second, they enhance the overall value and desirability of the entire property by providing a common plan for its lot owners’ enjoyment. For these reasons, we affirm the trial court’s final judgment. AFFIRMED. COHEN, J., concurs. SMITH, J., dissents, with opinion.