MANDARIN LAKES COMMUNITY ASSOCIATION, INC.

v.

MANDARIN LAKES NEIGHBORHOOD HOMEOWNERS ASSOCIATION, INC., ET AL. ,

Third District Court of Appeal State of Florida

Opinion filed June², 2021. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D19-1853 Lower Tribunal No. 19-1792 ________________

Mandarin Lakes Community Association, Inc., Appellant,

vs.

Mandarin Lakes Neighborhood Homeowners Association, Inc., et al., Appellees.

An appeal from the Circuit Court for Miami-Dade County, John W. Thornton, Jr., and Oscar Rodriguez-Fonts, Judges.

Becker & Poliakoff, P.A., Adam Cervera, Lilliana M. Farinas-Sabogal, and David H. Rogel, for appellant.

Siegfried Rivera, Joseph A. Miles, Zachary T. Smith, and Nicholas D. Siegfried; Wallen Kelley, and Todd L. Wallen, for appellee ML Services, LLC.

Before LOGUE, LINDSEY, and MILLER, JJ.

MILLER, J.

BACKGROUND

MLCA brought an action for declaratory relief and reformation against ML Services and MLNHA, seeking a determination of the parties’ respective rights and obligations under an “evergreen contract.” See Evergreen Contract, Black’s Law Dictionary (11th ed. 2019) (“A contract that renews itself from one term to the next in the absence of contrary notice by one of the parties.”). Distilled to its essence, the operative complaint alleged MLCA and ML Services executed an integrated telecommunications services contract providing for an initial ten-year term, and, in the absence of a ninetyday notice of termination, automatic five-year extensions.1 The cost of the contract was to be borne by individual homeowners in the Mandarin Lakes community through assessments imposed by MLNHA.

1 The developer was originally a party to the contract, but, upon turnover, it was “released and discharged from . . . any and all of [its contractual] duties and obligations.”

ANALYSIS

When considering a motion to dismiss, the trial court “must look only to the four corners of the complaint including the attachments; and the allegations contained therein should be taken as true without regard to the pleader's ability to prove them.” Coriat v. Glob. Assurance Grp., Inc., 862 So. 2d 743, 743 (Fla. 3d DCA 2003) (citation omitted). We review de novo “whether the complaint alleges sufficient ultimate facts, which under any theory of law, would entitle a plaintiff to the relief sought.” Cohen v. Am.

Courts are authorized to construe a contract “either before or after there has been a breach of it.” § 86.031, Fla. Stat. In this same vein, any declaratory judgment “may be rendered by way of anticipation with respect to any act not yet done or any event which has not yet happened.” § 86.051, Fla. Stat.

6

In accord with these principles of law, a complaint for declaratory relief must allege that: (1) there is a bona fide dispute between the parties; (2) the plaintiff has a justiciable question as to the existence or nonexistence of some right, status, immunity, power or privilege, or as to some fact upon which existence of such a claim may depend; (3) the plaintiff is in doubt as to the claim; and (4) there is a bona fide, actual, present need for the declaration.

Ribaya, 162 So. 3d at 352 (citation omitted). In the instant case, the trial court correctly recognized the potential for misuse of the declaratory judgment process. Our legislature never intended, and lacks the power to, allow declaratory judgment procedures as a vehicle for obtaining advisory opinions. For this reason, “Florida courts will not render, in the form of a declaratory judgment, what amounts to an advisory opinion at the instance of parties who show merely the possibility of legal injury.” Donovan v. Okaloosa Cnty., 82 So. 3d 801, 806 n.2 (Fla. 2012) (citations omitted). Here, however, in the operative pleading, MLCA described a stalemate resulting from the parties’ uncertainty regarding their respective rights under the contract. Contending it properly cancelled the contract, MLCA sought to discontinue services. At the same time, ML Services refused to suspend services and continued to demand payment. As a result of the impasse, MLNHA then threatened to stop funding the contract. These allegations

2 As our review is confined to whether the complaint stated a cause of action, we express no opinion on whether relief should ultimately be afforded. See Ribaya, 162 So. 3d at 352 (“A complaint can be legally sufficient even if the plaintiff ultimately loses the case on its merits.”) (citations omitted); see also Travelers Ins. Co. v. Emery, 579 So. 2d 798, 802 (Fla. 1st DCA 1991) (“All the criteria necessary to permit the lower court to consider Travelers' petition for declaratory judgment were satisfied, and the lower court erred in adjudging the petition to be ‘premature.’ We express no opinion regarding whether the policy exclusion at issue applies to the facts alleged or not.”).