EDWARD THAL AND LEONARD THAL, AS PARTNERS OF E & L THAL PARTNERSHIP, A FLORIDA PARTNERSHIP, APPELLANTS,
v.
S.G.D. CORPORATION, A FLORIDA CORPORATION, AND THE CITY OF MIAMI BEACH, APPELLEES
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In this commercial eviction case, the Florida District Court of Appeal reversed the trial court's refusal to evict a sublessee after the master lease was cancelled due to the original tenant's failure to pay property taxes. The court held that a sublease automatically terminates when the master lease is cancelled, regardless of the sublessee's substantial improvements to the property.
The court held that a sublease automatically terminates when the master lease is cancelled as a matter of law, and the sublessee must be evicted. The court rejected both the sublessee's argument that the settlement constituted a voluntary surrender (rather than cancellation) and its equitable argument based on the $400,000 in improvements.
[1] A sublease is dependent on the master lease and cannot grant the sublessee greater rights than the sublessor.
[2] The cancellation of a master lease, whether by judgment or settlement agreement, terminates any subleases derived from it.
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“It is a well-settled principle of landlord-tenant law that a sublease rises and falls with the master lease, and that a sublessee can take no greater rights in demised property than its sublessor.”
States the foundational legal principle that governs the entire dispute—sublease termination is automatic upon master lease cancellation.
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Join FLexlaw to unlock all legal intelligenceThe Thals owned real property leased to Fol-jan, Inc., which subleased to S.G.D. Corporation. The master lease required the lessee to pay property tax…
The full statement of facts, procedural history, and disposition for this case are member content.
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PER CURIAM.
In this eviction proceeding, we reverse the trial court’s order refusing to evict a subles-see after the cancellation of the master lease between the landlords and the original tenant.
Edward and Leonard Thai, the lessors, own real property on Miami Beach which had been leased under a long-term lease to Fol-jan, Incorporated, the lessee. The lessee, in turn, held the property as sublessor to S.G.D. Corporation, the sublessee. One of the conditions of the master lease between the lessors and the lessee was that the lessee pay the property taxes assessed on the premises. The lessee failed to do this for 1987-1990, causing arrearages of $103,763.31. As a result of this default, the lessors commenced eviction proceedings against both the lessee and the sublessee. Before the eviction suit reached final judgment, the lessee and the lessors entered into a settlement agreement, whereby they exchanged consideration, and agreed to treat the master lease as cancelled. The sublessee, who was in possession of the premises, refused to settle. The eviction suit proceeded against the sublessee to a final judgment, in which the trial court refused to evict the sublessee, apparently because the sublessee stood to lose some $400,000 in improvements it had made to the premises. The lessors now appeal. It is a well-settled principle of landlord-tenant law that a sublease rises and falls with the master lease, and that a sublessee can take no greater rights in demised property than its sublessor. See Bobo v. Vanguard Bank and Trust Co., Inc., 512 So. 2d 246, 247 (Fla. 1st DCA 1987); 34 Fla.Jur.2d Landlord & Tenant § 94 (1982); see also Roger A. Cunningham et ah, The Law of Property § 6.68, at 385 (1984) (“Since the subtenancy is carved out of the head leasehold, an early termination of the head tenancy should cause the subtenancy to fall in.”). Here, the master lease was cancelled as a result of the default of the lessee in not paying the property taxes. Since the master lease fell, the sublease fell as a matter of law, and the sublessee should have been evicted.
The sublessee, however, makes two contentions in support of the trial court’s ruling. First, the sublessee argues that the settlement of the eviction action between the lessors and the lessee constituted a voluntary surrender of the master lease, rather than a cancellation, thereby invoking the principle of law that the voluntary surrender of a master lease does not extinguish a sublease. Bobo, 512 So. 2d at 247; Brunswick Corp. v. Berlo Vending Co., 196 So. 2d 497, 498 (Fla. 3d DCA 1967). We disagree. The lessors’ complaint sought both eviction (Count I) and cancellation (Count III) of the master lease, and had been filed based upon a default on the master lease. The fact that this suit was settled, rather than pursued to a final judgment, does not convert the outcome from a cancellation into a voluntary surrender. See Fifth and Broadway Partnership v. Kimny, Inc., 102 Cal.App.3d 195, 162 Cal.Rptr. 271, 276-77 (Cal.Dist.Ct.App.1980); Lippe v. Professional Surgical Supply Co., Inc., 132 Misc.2d 293, 503 N.Y.S.2d 254, 256 (N.Y.Civ. Ct.1986); 49 Am.Jur.2d Landlord & Tenant § 1059 (1970); 51C C.J.S. Landlord & Tenant § 129(b) (1968). This conclusion is even more apparent upon examination of the settlement agreement, which called for “entry of a Final Judgment in favor of [lessors] on Count I and III” of the complaint.
Second, the sublessee strenuously urges that we consider the $400,000 in improvements made to the premises, and invoke equitable grounds to protect the sublessee. However, the leases involved here were commercial agreements between sophisticated business people dealing at arm’s length. The sublessee was aware of the master lease, and aware of its express requirement that any subletting was subject to the terms of the master lease. “Anyone taking a subtenancy should be aware of his vulnerability ... and should have some arrangements with the tenant or head landlord to protect himself.” Cunningham et al, supra, § 6.68, at 385. We see no reason to decide this commercial dispute on equitable grounds.
Reversed.
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Citator
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Chrysler Realty Corp. v. Davis, 877 So. 2d 903 (Fla. 4th DCA 2004)…I would affirm this ruling. “It is a well-settled principle of landlord-tenant law that a sublease rises and falls with the master lease, and that a sublessee can take no greater rights in demised property than its sublessor.” Thai v. S.G.D. Corp., 625 So. 2d 852, 853 (Fla. 3d DCA 1993). Thus, Chrysler could not obtain any greater rights than Frontier had under the Lease. The majority agrees that the Prime Lease conditioned Frontier’s option to purchase upon the following things being true in 2006, the end…
Authorities Cited
- Emory C. Bobo v. Vanguard Bank & Tr. Co., Inc., 512 So. 2d 246 (Fla. 1st DCA 1987)
- Brunswick Corp. v. Berlo Vending Co., 196 So. 2d 497 (Fla. 3d DCA 1967)