CITIZENS NATIONAL BANK OF ORLANDO, APPELLANT,
v.
SHELL OIL COMPANY, A DELAWARE CORPORATION, APPELLEE
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Citizens National Bank, as trustee-owner of land subject to a restrictive covenant limiting petroleum product sales, sought declaratory relief regarding its rights and obligations under the covenant. The court reversed the dismissal of the complaint, holding that the plaintiff had standing and that whether the covenant was void due to changed circumstances was a factual question for the trial court.
Citizens National Bank had sufficient interest in the land burdened by the restrictive covenant to maintain the action. Whether the restrictive covenant is void based on changed circumstances is a factual question to be determined by the trial court, applying the test of whether the original purpose and intention of the parties can reasonably be carried out in light of alleged materially changed conditions.
[1] A trustee-owner of land burdened by a restrictive covenant has a sufficient interest to maintain an action seeking declaratory relief regarding its rights, duties, and ob…
[2] A restrictive covenant on land use is subject to challenge if its original purpose can no longer be reasonably carried out due to materially changed conditions, especiall…
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Join FLexlaw to unlock all legal intelligence“The test as to the duration of a restrictive covenant on land use is ordinarily whether or not the original purpose and intention of the parties to such restrictive covenant can be reasonably carried out, in the light of the alleged materially changed conditions.”
Establishes the controlling legal standard for determining whether a restrictive covenant has become unenforceable due to changed circumstances.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceIn December 1962, Shell Oil Company purchased land from Clayco Corporation containing a restrictive covenant prohibiting the sale or distribution of g…
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Plaintiff-appellant appeals dismissal of its amended complaint seeking declaratory relief as to its rights, duties and obligations as trustee-owner of certain lands subject to a restrictive covenant. We reverse.
In December 1962, defendant-appellee, Shell Oil Company, bought from Clayco Corporation the land on which it presently operates a gasoline station. The conveyance contained a covenant stating:
“Grantor covenants that from the date hereof that no gasoline, lubricants or other petroleum products for motor vehicles shall be advertised, stored, sold or distributed on or from any other property now or hereafter owned or directly controlled by Grantor and described as follows:
[Description of land]
This covenant shall run with the land and shall bind the successors and assigns of Grantor and inure to the benefit of the successors and assigns of Grantee.”
In September 1963 Clayco Corporation established a trust and conveyed land to the trustee, Citizens National Bank, plaintiff-appellant herein. This land was subject to the restrictive covenant.
Plaintiff by alleging itself to be the trustee and owner of the lands in question, qualified as a proper party having a sufficient interest in the land burdened by the restrictive covenant to maintain the action. Plaintiff’s right to sell these lands is a reasonable inference from the pleadings.1
We observe the covenant is without duration, and plaintiff has alleged changes in circumstances in support of its claim that the covenant is void.
The test as to the duration of a restrictive covenant on land use is ordinarily whether or not the original purpose and intention of the parties to such restrictive covenant can be reasonably carried out, in the light of the alleged materially changed conditions. The maxim applicable is “lex non cogit ad impossibilia” particularly where no specified reasonable term has been set out in the restrictive covenant.2
The amended complaint raises these issues. Whether they are sufficient to void the covenant is for determination in the lower court based upon the facts and evidence presented.
Plaintiff’s contention that the restrictive covenant is void under F.S. 542.12, F.S.A. is specifically rejected.
Accordingly, the order dismissing the amended complaint is reversed and this cause is remanded for further proceedings consistent herewith.
Reversed and remanded.
CROSS, C. J., and REED, J., concur.
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Winn-Dixie Stores, Inc. v. Dolgencorp, Inc., 964 So. 2d 261 (Fla. 4th DCA 2007)…operty covenant, which typically does not have a stated termination point. Absent a specified term or materially changed conditions, a real property covenant running with the land is without duration. Citizens Nat’l Bank of Orlando v. Shell Oil Co., 232 So. 2d 230, 231 (Fla. 4th DCA 1970). All four presumptions in subsections 542.335(l)(d) & (e) apply to personal service contracts, concerning restrictive covenants sought to be enforced (1) against a former employee, agent, or independent contractor; (2) again…
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Pensacola Assocs. v. Biggs Sporting Goods Co., 353 So. 2d 944 (Fla. 1st DCA 1978)…-83 (6th Cir. 1898), modified and aff’d., 175 U.S. 211, 20 S.Ct. 96, 44 L.Ed. 136 (1899). This is the modern rule. See cases cited in Annot., 97 A.L. R.2d 4, pp. 14-15 (1964). . Later, however, in Citizens National Bank of Orlando v. Shell Oil Co., 232 So. 2d 230 (Fla. 4th DCA 1970), the Fourth District Court of Appeal held that Sec. 542.12(1) was not per se violated by a restrictive covenant prohibiting the grant- or from selling or advertising gasoline on or from property then or afterward owned by the gra…
Authorities Cited
- Barton v. Moline Props., Inc., 121 Fla. 683 (Fla. 1935)
- Kendry v. State Rd. Dep't of Fla., 213 So. 2d 23 (Fla. 4th DCA 1968)
- Russell v. Cmty. Blood Bank, Inc., 185 So. 2d 749 (Fla. 2d DCA 1966)