| [1] |
IN THE DISTRICT COURT OF APPEAL FIRST
DISTRICT, STATE OF FLORIDA |
| [2] |
CASE NO.: 1D02-3179 |
| [3] |
2003.FL.0004564 |
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October 17, 2003 |
| [5] |
ROBERT BARNETT, AND DIANE BARNETT, ROBERT
STOVER, AND PAMELA STOVER, JOEL KURASCH, AND VIRGINIA KURASCH, JACK AND
DIANE BUTZ, KUMAR AMARANENI, AND MARCIA AMARANENI, APPELLANTS,
v.
DESTINY OWNERS ASSOCIATION, INC., APPELLEE. |
| [6] |
An appeal from the Circuit Court for
Okaloosa County. G. Robert Barron, Judge. |
| [7] |
Amy A. Perry and David B. Pleat of Pleat
& Perry, P.A., Destin, for Appellants. |
| [8] |
Jean Frances Niven of Vernis & Bowling
of Northwest Florida, P.A., Pensacola, for Appellee. |
| [9] |
The opinion of the court was delivered by:
Van Nortwick, J. |
| [10] |
Appellants, homeowners in a planned unit
development located in Destin, Florida, appeal a final declaratory
judgment rendered in favor of appellee, Destiny Owners Association, Inc.
(Association) in their action seeking to invalidate an amendment to the
Association's bylaws which prohibits Destiny homeowners from leasing their
houses for a term less than six months. In upholding the amendment, the
trial court determined that section 8.1(b) of the Association's
Declaration of Easements, Covenants and Restrictions unambiguously
permitted the Association to amend the bylaws to restrict appellants from
engaging in short-term rentals of their property. Among other things,
appellants argue that the provision in section 8.1(b) relating to leasing
was ambiguous and the trial court erred in ruling that the provision was
unambiguous and in excluding parol evidence as to its meaning. We agree
and reverse. |
| [11] |
Article 8 of the Declaration, governing
"Use of Property," contains provisions both protecting and
restricting the homeowner's use of their property, including section
8.1(b), which provides that: |
| [12] |
Residential Use: Each Parcel shall be used,
improved and devoted exclusively to single family residential use, and
for no commercial purpose. No time-share ownership of Parcels is
permitted without Declarant's approval. Nothing herein shall be deemed
to prevent the Owner from leasing a House, subject to all of the
provisions of the Declaration, Articles and Bylaws.
|
| [13] |
The Association argued below, and the trial
court agreed, that the last clause in this provision "subject to all
of the provisions of the Declaration, Articles and By-laws" allows
the Association to amend the bylaws restricting lease terms to a six-month
minimum. By a vote of five to two, the Board of Directors of the
Association amended the bylaws to provide: |
| [14] |
Leasing of Property. The lease or rental of
any dwelling or structure within the Property for a period of less than
six (6) consecutive months is prohibited. All leases of dwellings or
structures within the Property shall be in writing and a copy of such
lease shall be provided to the Secretary of the Association or the
managing agent of the Association.
|
| [15] |
However, section 10.10 of the Declaration
sets forth the procedure for amending the provisions of the Declaration.
Specifically, it provides, in pertinent part: |
| [16] |
Section 10.10 Amendment. This Declaration
may be amended at any time by an instrument signed by the President or
Vice President and Secretary or Assistant Secretary of the [Association]
certifying that such an amendment has been adopted by Owners holding
seventy-five percent (75%) of the total voting power in the
[Association] with respect to the Property, either in person or by proxy
at a duly called meeting, or by written consent without meeting in a
manner permitted by law . . .
|
| [17] |
In construing section 8.1(b) we are required
to look at the Declaration as a whole, and not interpret covenants in
isolation. Robins v. Walter, 670 So. 2d 971, 974 (Fla. 1st DCA 1995).
Reading the last sentence of section 8.1(b), we agree with appellants that
it does not unambiguously create a second method to amend the Declaration.
As they argue, the last sentence of section 8.1(b) has at least two
meanings. The phrase in question could mean that leasing of a house
subjects leasor and leasee to all the provisions in the Declaration,
Articles and Bylaws as is appellants' contention, or it could mean that
the right to lease a house is subject to restriction by the Declaration,
Articles and Bylaws as is the Association's contention. |
| [18] |
Language in a document is ambiguous when it
is uncertain in meaning and may be fairly understood in more ways than one
and is susceptible of interpretation in opposite ways. Friedman v.
Virginia Metal Products Corp., 56 So. 2d 515, 517 (Fla. 1952). If the
contract is ambiguous, the trial court should construe the contract and
consider parol evidence to determine the parties' intent. Berry v. Teves,
752 So. 2d 112 (Fla. 2d DCA 2000). As stated in Barrett v. Leiher, 355 So.
2d 222, 225 (Fla. 2d DCA 1978): |
| [19] |
Florida adheres to the general rule that a
reasonable, unambiguous restriction will be enforced according to the
intent of the parties as expressed by the clear and ordinary meaning of
its terms. If it is necessary to construe a somewhat ambiguous term,
then intent of the parties as to the evil sought to be avoided expressed
by the covenants as a whole will be determinative.
|
| [20] |
It is the intent of the original parties
which is controlling. Moore v. Stevens, 90 Fla. 879, 106 So. 901, 903-04
(Fla. 1925). Because section 8.1(b) is ambiguous, parol evidence was
material and the trial court erred in prohibiting appellants from
introducing the testimony of Jay Odom, the developer of Destiny. |
| [21] |
Accordingly, we REVERSE and REMAND for
further proceedings consistent with this opinion. Because of our holding,
we do not reach the other issues on appeal. |
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