Opinion
Case No. 5D21-1294
04-01-2022
LEN-CG SOUTH, LLC and Lennar Homes, LLC, Appellants, v. CHAMPIONS CLUB CONDOMINIUM ASSOCIATION, INC., A Florida Not-For-Profit Corporation, Appellee.
Adam R. Alaee, C. David Harper, and Lauren Kerr, of Foley & Lardner LLP, Tampa, for Appellants. Robyn Marie Severs, of Becker & Poliakoff, P.A., Orlando, for Appellee.
Adam R. Alaee, C. David Harper, and Lauren Kerr, of Foley & Lardner LLP, Tampa, for Appellants.
Robyn Marie Severs, of Becker & Poliakoff, P.A., Orlando, for Appellee.
TRAVER, J.
LEN-CG South, LLC and Lennar Homes, LLC (collectively, "Appellants") appeal the trial court's nonfinal order denying Appellants' motion to compel arbitration against Champions Club Condominium Association, Inc. ("the Association"). We have jurisdiction. See Fla. R. App. P. 9.130(a)(3)(C)(iv). Because the Declaration of Condominium ("the Declaration") compelled arbitration between the parties, we reverse.
The Association sued Appellants in connection with the development and construction of Champions Club, a 168-unit condominium complex in Osceola County. LEN-CG was the complex's developer; Lennar Homes was its general contractor. The Association administers the condominium community pursuant to the Declaration. On its own behalf and as the class representative of the complex's unit owners, the Association raised claims for negligence, Florida Building Code violations, breach of implied warranties, and violations of Florida's Deceptive and Unfair Trade Practices Act. Generally, the Association alleged systematic defects in the complex's units and common elements, including windows, sidewalks, roofs, and heating, ventilation, and air conditioning systems. As a result of these defects, the Association asserted water intrusion and flooding damage occurred throughout the complex. Appellants sought to compel the Association to arbitrate the lawsuit, alleging valid arbitration provisions existed in four documents: 1) the Declaration; 2) the purchase and sale agreements of the individual unit owners; 3) the units' limited warranties; and 4) the units' special warranty deeds.
The trial court denied Appellants' motion to compel arbitration on two bases: 1) the Declaration's plain language did not require the Association to arbitrate; and 2) the individual unit owners' contracts, warranties, and deeds did not bind the Association. Because we conclude that the Declaration compelled arbitration between Appellants and the Association, we reverse on the first basis and need not reach the second.
We review de novo the interpretation of an arbitration provision and a condominium declaration. See 4927 Voorhees Rd., LLC v. Tesoriero , 291 So. 3d 668, 670 (Fla. 2d DCA 2020) ; Courvoisier Cts., LLC v. Courvoisier Cts. Condo. Ass'n , 105 So. 3d 579, 580 (Fla. 3d DCA 2012). A trial court must grant a motion to compel arbitration if it determines: 1) a valid agreement to arbitrate exists; 2) an arbitrable issue exists; and 3) the right to arbitration has not been waived. See Seifert v. U.S. Home Corp. , 750 So. 2d 633, 636 (Fla. 1999). The first Seifert prong is at issue in this case, and we hold that the Declaration contains a valid agreement to arbitrate.
The parties agree one Declaration provision is dispositive. Section 36 requires individual unit owners and the Association to arbitrate any construction claim relating to any unit or common area in the condominium complex:
36. Construction Matters. All Units and their appurtenant Common Elements have been or will be sold without any Developer warranties whatsoever except as provided in the Condominium Act (to the extent such warranties are not effectively disclaimed and remain in effect, if at all). As to such warranties, if any, and as to any claim arising from or connected with the design or construction of any Unit(s), Limited Common Elements, or the Common Elements including, without limitation, failure to build in accordance with any particular plans or specifications or failure to comply with building or other codes, laws, ordinances or regulations (collectively, "Construction Matters"), it shall be a material condition precedent to the institution of any proceeding regarding Construction Matters that (i) the party or parties bringing same shall have first given notice to Developer or other party against whom which relief or recovery is sought (the "Defendant") of the specific Construction Matters complained of and what actions are necessary to cure or correct same and (ii) the Defendant shall have been given at least one hundred twenty (120) days (subject to extension by reason of matters beyond the control of the Defendant or because of the nature of the applicable Construction Matter(s) and the time necessary to cure or correct same) in which to cure or correct the applicable Construction Matter(s) and shall have materially failed to do so. If any Construction Matter is not cured or corrected as aforesaid, all applicable parties shall be bound to submit the disputes or claims regarding the Construction Matters at issue to mediation and, if not settled during mediation, to binding arbitration as provided in Section 26 herein. Without limiting the general binding effect of this Declaration, each Owner and other person acquiring any right, title or interest in or to any Unit shall be deemed, by virtue of the acceptance of the conveyance, grant, transfer or assignment thereof, to be fully bound by the provisions of this Section 36, as shall Association .
(Emphasis added).
The parties do not dispute that the Association's lawsuit concerns "Construction Matters." They part company, however, on whether Section 36 binds the Association, as opposed to individual condominium unit owners. Appellants argue that the phrase "as shall Association" binds the Association to Section 36's arbitration requirements for Construction Matters. By contrast, the Association advocates for two alternative interpretations. First, it claims this clause only binds it to the notice and opportunity to cure requirements listed in sub-sections (i) and (ii). Second, it submits that "as shall Association" only relates to units owned by the Association.
A condominium declaration operates as a contract, "spelling out mutual rights and obligations of the parties thereto." Cohn v. Grand Condo. Ass'n , 62 So. 3d 1120, 1121 (Fla. 2011) (quoting Pepe v. Whispering Sands Condo. Ass'n , 351 So. 2d 755, 757 (Fla. 2d DCA 1977) ). Where a condominium declaration's language is clear and unambiguous, we give it effect as written. See First Equitable Realty III, Ltd. v. Grandview Palace Condo. Ass'n , 329 So. 3d 167, 170 (Fla. 3d DCA 2021). We furthermore interpret a condominium declaration in a manner that does not render any of its provisions meaningless. See Silver Shells Corp. v. St. Maarten at Silver Shells Condo. Ass'n , 169 So. 3d 197, 203 (Fla. 1st DCA 2015).
Relying on these principles, we conclude Section 36 is a clear and unambiguous arbitration provision that binds the Association. Section 36 contains four discrete parts, each of which flows sequentially into the next. It states that: 1) LEN-CG makes no warranties; 2) any Construction Matters are subject to notice and opportunity to cure; 3) if there is no cure, "all applicable parties" must arbitrate, subject to a procedure outlined elsewhere in the Declaration; and 4) individual unit owners shall be bound to this provision, "as shall Association." We reject the Association's proposed construction of this section because it transports "as shall Association" to different parts of the provision and ignores the effect of its actual placement. See Waverly 1 & 2, LLC v. Waverly at Las Olas Condo. Ass'n , 242 So. 3d 425, 429 (Fla. 4th DCA 2018) (holding that trial court erred in interpreting declaration's language "to the exclusion of ... the remainder of [the contested provision]").
For these reasons, we direct the trial court on remand to grant Appellants' motion.
REVERSED and REMANDED with DIRECTIONS.
WALLIS and NARDELLA, JJ., concur.