BOATERS PARADISE, INC., A FLORIDA CORPORATION, APPELLANT,
v.
FREBURN CORPORATION, A FLORIDA CORPORATION, APPELLEE
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Boaters Paradise, Inc., a commercial tenant and assignee, challenged a summary judgment requiring it to pay increased ad valorem taxes under a lease clause with Freburn Corporation, the landlord. The Florida appellate court reversed because genuine issues of material fact regarding the ambiguous tax clause precluded summary judgment.
Summary judgment was improper because the existence of ambiguity in the tax clause created genuine issues of material fact that precluded entry of summary judgment. When a contract clause is ambiguous, the court cannot resolve it as a matter of law on summary judgment if material facts regarding the parties' intentions and conduct remain in dispute.
[1] A summary judgment is precluded when genuine issues of material fact exist regarding the parties' intent, surrounding circumstances, and past conduct in interpreting an a…
[2] The interpretation of an ambiguous lease clause may require consideration of the parties' intentions at the time of negotiation.
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Join FLexlaw to unlock all legal intelligence“We reverse the final summary judgment upon the grounds that there existed genuine issues of material fact, precluding the entry of a summary judgment.”
The court's primary holding that summary judgment was inappropriate due to disputed material facts regarding an ambiguous contract clause.
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Join FLexlaw to unlock all legal intelligenceBoaters Paradise was the assignee of a tenant under a commercial lease from Freburn Corporation. The lease contained a clause requiring the tenant to …
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Appellant-plaintiff Boaters Paradise, Inc. is the assignee of the original tenant under a commercial lease. It seeks review of and adverse summary final judgment in favor of the appellee-defendant Freburn Corp., the landlord.
Appellant, the tenant, instituted a declaratory judgment action to construe a clause in the lease concerning taxes, apparently to avoid being in default under the lease. Pursuant to the landlord’s counterclaim, the judgment appealed awarded the landlord the amount of increased ad valorem taxes under the clause sought to be construed. The clause is as follows:
“3. Because of the improvements which the Tenant may erect, it is understood and agreed that the Tenant shall pay all increases in taxes resulting therefrom, that is to say, using the year 1965 as a base year the Tenant shall pay all increases in taxes assessed against the said premises subsequent to 1965, during the remainder of the term of this lease, the said increase to be paid by the Tenant promptly upon the rendering of tax bills by public authority and demand therefor by Landlord of Tenant, said additional taxes shall be paid within 30 days after such demand and shall be deemed and treated as additional rent.”
Opposing affidavits were submitted. The court found the clause to be ambiguous. The court called the former attorney for appellant, who had negotiated the lease with appellee’s counsel, to testify as to his understanding of the lease, based upon the original negotiations.
We reverse the final summary judgment upon the grounds that there existed genuine issues of material fact, precluding the entry of a summary judgment. That is, once the court found the clause to be ambiguous, relevant matters to be considered in this case, under the pleadings and affidavits, included at least the intention of the parties, surrounding circumstances, and the purported past conduct in paying ad valorem taxes. These matters were in dispute. For instance, under the circumstances here, the conduct in paying $70.90 by the former attorney of appellant (when he was still representing appellant) to the landlord is susceptible of conflicting inferences.
Appellant has also contended for reversal that the court erred in permitting oral testimony of the former attorney for the appellant to be taken in support of a motion for summary judgment; and notwithstanding a stipulation permitting the use of such testimony, it was actually heard when appellant’s counsel was not present. Appellant has cited Rule 1.510(c), Florida Rules of Civil Procedure, 31 F.S.A., Ogden Trucking Company v. Heller Bros. & Co., Fla.App.1961, 130 So.2d 295, 297; Franklin Acceptance Corporation v. Superior Electrical Industries, Inc., Fla.App.1964, 167 So.2d 116, 117. However, in view of our disposition of the propriety of the entry of the summary judgment in view of the existence of genuine issues of material fact, we need not resolve this point.
Reversed and remanded for further proceedings.
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Citator
Authorities Cited
- Gaddis v. Atl. Auto Rental, Inc., 130 So. 2d 295 (Fla. 2d DCA 1961)
- Franklin Acceptance Corp. v. Superior Elec. Indus., Inc., 167 So. 2d 116 (Fla. 3d DCA 1964)