PIERRE'S CARIBBEAN CUISINE LLC, ET AL.

v.

LEASEFLORIDA LLC

Third District Court of Appeal State of Florida

Opinion filed March 12, 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D24-0512 Lower Tribunal No. 22-20176-CA-01 ________________

Pierre's Caribbean Cuisine LLC, et al., Appellants,

vs.

LeaseFlorida LLC, Appellee.

An Appeal from the Circuit Court for Miami-Dade County, David C. Miller, Judge.

Armstrong Teasdale LLP, and Marlon Weiss, for appellants.

Krinzman Huss Lubetsky Feldman & Hotte | Awerbach Cohn Perez, and Cary A. Lubetsky and Salvatore H. Fasulo, for appellee.

Before EMAS, SCALES and MILLER, JJ.

EMAS, J.

2

In 2022, Pierre’s Caribbean Cuisine, LLC (“Tenant”) and LeaseFlorida, LLC (“Landlord”) entered into a commercial lease agreement. At that same time, Ananias Pierre (Pierre), a principal of Tenant, executed a guaranty of the lease in his individual capacity. The Guaranty—which was not signed by Tenant—contained a jury trial waiver provision. Thereafter, disputes arose between Landlord and Tenant. Tenant filed suit for breach of contract. In its complaint, Tenant demanded a trial by jury. Landlord counterclaimed against Tenant for breach of contract. Landlord also filed a third-party claim against Pierre (Guarantor) for breach of the Guaranty. Neither Tenant nor Guarantor demanded a jury trial in their responses to the counterclaim/third-party claims. During the course of the proceedings, Landlord moved to strike Tenant’s jury trial demand in the complaint, asserting that the Guaranty contained a waiver of jury trial provision, and that Tenant—though a nonsignatory to the Guaranty—was nevertheless bound by the waiver because the Guaranty was signed by Pierre, who is a principal of Pierre’s Caribbean Cuisine, LLC. The trial court granted Landlord’s motion and struck Tenant’s demand for jury trial. The claim, counterclaim and third-party claim all proceeded to a nonjury trial, following which the trial court found in favor of Landlord on all

3 claims, including Tenant’s claim for breach of the lease, Landlord’s counterclaim against Tenant for breach of the lease, and Landlord’s thirdparty claim against Guarantor for breach of the Guaranty. The trial court entered final judgment in favor of Landlord, and this appeal followed. While Tenant and Guarantor raise several issues on appeal, we find one to be dispositive, requiring reversal of the final judgment: the trial court reversibly erred in concluding that Tenant was bound by the Guaranty’s jury trial waiver provision, resulting in the trial court striking Tenant’s timely-filed demand for jury trial.¹ The Guaranty (the only document containing a jury trial waiver) was signed only by Guarantor, in his individual capacity. It was not signed by Tenant, was not referenced anywhere in the lease agreement, and was not expressly incorporated into the lease agreement between Landlord and Tenant. Accordingly, the jury trial waiver provision in the Guaranty was unenforceable against non-signatory Tenant, and Tenant was entitled to a jury trial. We therefore vacate the final judgment in its entirety and remand for further proceedings.

4

Because this issue involves construction of a contract provision, our standard of review is de novo. See Dezer Intracoastal Mall, LLC v. Seahorse Grill, LLC, 277 So. 3d 187, 190 (Fla. 3d DCA 2019). Tenant contends the trial court erred in striking its demand for jury trial because the jury trial waiver clause was contained only in the Guaranty, and the Guaranty was not signed by Tenant, but only by Guarantor in his individual (and not in any representative) capacity. We agree. The right to a jury trial is an important constitutional right guaranteed by our state Constitution.² While a party may contractually waive its right to trial by jury in civil cases in Florida, see Palomares v. Ocean Bank of Miami,

Landlord contends this clause “integrates” the Guaranty and Lease Agreement such that Tenant was bound by the Guaranty’s jury trial waiver,

3 This concept is often found in cases involving arbitration clauses, which are themselves a waiver of the right to trial. See e.g., Armas v. Prudential Secs., Inc., 842 So. 2d 210, 212 (Fla. 3d DCA 2003) (“Equitable estoppel is warranted when the signatory to the contract containing the arbitration clause raises allegations of concerted conduct by both the non-signatory and one or more of the signatories to the contract.”); Allscripts Healthcare Solutions, Inc. v. Pain Clinic of NW Fla., 158 So. 3d 644 (Fla. 3d DCA 2014) (recognizing a non-signatory defendant can enforce an arbitration clause against a signatory plaintiff); Shetty v. Palm Beach Radiation Oncology Assoc. et al., 915 So. 2d 1233 (Fla. 4th DCA 2005) (“a non-signatory may also compel arbitration by involving the equitable estoppel doctrine.”); Koechli v. BIP Intern., Inc., 870 So. 2d 940, 943-44 (Fla. 1st DCA 2004) (“arbitration is a contractual right that is generally predicated on an express decision to waive the right to trial in a judicial forum, . . . [but] Florida and federal courts have recognized that a non-signatory can compel arbitration by a signatory to an arbitration agreement . . . under the doctrine of equitable estoppel. . . .”).

4 Although the breach of Guaranty claim (i.e., the third-party claim by Landlord against Guarantor Pierre) could have proceeded by nonjury trial, the court conducted a single nonjury trial on the claim, counterclaim and third-party claim. Because the breach of the Guaranty (and any judgment thereon) was dependent on Landlord establishing a breach of the underlying Lease Agreement for which the Guaranty was executed, and because we are reversing the final judgment on the claims for breach of the Lease Agreement, we must reverse the final judgment on the breach of Guaranty claim as well.