CO & CO ENTERPRISES, INC., APPELLANT,
v.
DAVID ROBERTSON, CUE BALL, INC., D/B/A CELEBRITY BILLIARDS, PERINI INVESTMENT PROPERTIES, INC., AND METROPOLITAN LIFE REALTY GROUP, INC., APPELLEES
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CO & CO Enterprises appealed the dismissal of its complaint against Robertson and others regarding a lease/sublease dispute and claims of conversion and trespass to chattels. The court affirmed the dismissal of the lease/sublease breach claim but reversed the dismissal of the conversion and trespass claims, finding the allegations sufficient to proceed.
The court held that the dismissal of the lease/sublease breach claim was proper because a transfer of the entire interest in the lease term is an assignment rather than a sublease, and verbal promises cannot vary the terms under the parol evidence rule. However, the dismissal of the conversion and trespass to chattels claims was improper because the allegations sufficiently stated that appellant may have had a superior interest in the personal property.
[1] A transfer of the entire interest in the term of a lease without a reversion retained by the original lessee constitutes an assignment of the lease, not a sublease.
[2] An instrument of transfer by a lessee of all their estate operates as an assignment, even if it is in the form of a lease, uses words of demise, and reserves a new rent a…
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Join FLexlaw to unlock all legal intelligence“a transfer of the entire interest in the term of the lease without a reversion retained by the original lessee is an assignment of a lease rather than a sublease”
Establishes the legal principle that determines when a transfer is classified as an assignment versus a sublease, which is dispositive of the lease dispute.
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Join FLexlaw to unlock all legal intelligenceCO & CO Enterprises entered into a lease/sublease agreement with the appellee. The appellee transferred the entire interest in the term of the lease. …
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PER CURIAM.
We affirm the dismissal of appellant’s complaint against appellee alleging breach of a lease/sublease agreement. See Estate of Basile v. Famest, Inc., 718 So. 2d 892, 892 (Fla. 4th DCA 1998)(a transfer of the entire interest in the term of the lease without a reversion retained by the original lessee is an assignment of a lease rather than a sublease); see also C.N.H.F., Inc. v. Eagle Crest Dev. Co., 99 Fla. 1238, 128 So. 844, 845 (1930)(“[i]f a lessee transfers all his estate to another, the instrument of transfer operates as between the original lessor and the assignee of the term as an assignment and not as a sublease, and this is true even though the instrument is in form a lease, uses words of demise, and reserves a new and different rent and the right to re-enter for nonpayment of rent”).
Appellant’s argument that verbal promises can vary the terms of the lease/assignment is barred by the parol evidence rule. See Bird Lakes Dev. Corp. v. Meruelo, 626 So. 2d 234, 237 (Fla. 3d DCA 1993); see also Coral Way Properties, Ltd. v. Roses, 565 So. 2d 372, 373-74 (Fla. 3d DCA 1990)(applying statute of frauds to bar reliance on verbal assurances regarding sublease).
With respect to appellant’s claim of estoppel, see Dimino v. Farina, 572 So. 2d 552, 556-57 (Fla. 4th DCA 1990), disapproved on other grounds by, Babcock v. Whatmore, 707 So. 2d 702 (Fla.1998).
We reverse, however, the dismissal of the complaint for conversion of personal property and trespass to a chattel, concluding that the allegations of the complaint do not show on their face that appellant was not entitled to relief with respect to its claim that its interest was superior to the appellee’s regarding the personal property seized from the premises by appellee.
WARNER, C.J., KLEIN and TAYLOR, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Authorities Cited
- Babcock v. Whatmore, 707 So. 2d 702 (Fla. 1998)
- C. N. H. F., Inc. v. Eagle Crest Dev. Co., 99 Fla. 1238 (Fla. 1930)
- Barr v. State, 572 So. 2d 552 (Fla. 4th DCA 1990)
- Bird Lakes Dev. Corp. v. Homero Meruelo, 626 So. 2d 234 (Fla. 3d DCA 1993)
- Coral WAY Props., Ltd. v. Roses, 565 So. 2d 372 (Fla. 3d DCA 1990)
- The Est. OF Phil Basile v. Famest, Inc., 718 So. 2d 892 (Fla. 4th DCA 1998)