14TH & HEINBERG, LLC v. Henricksen & Co.

• Decision Date: 03 June 2004
• Docket Number: No. 1D03-1729.,1D03-1729.
• Citation: 877 So.2d 34
• Parties: 14TH & HEINBERG, L.L.C., Appellant, v. HENRICKSEN & CO., INC., et al., Appellees.
• Court: Florida District Court of Appeals

877 So.2d 34

14TH & HEINBERG, L.L.C., Appellant, v. HENRICKSEN & CO., INC., et al., Appellees.

No. 1D03-1729.

District Court of Appeal of Florida, First District.

June 3, 2004.

Rehearing Denied July 21, 2004.

William H. Stafford, Esq. of Clark, Partington, Hart, Larry, Bond & Stackhouse, Pensacola, for Appellant.

John B. Trawick, Esq. of Shell, Fleming, Davis & Menge, Pensacola, for Henricksen & Co. Inc.

J. Nixon Daniel, III, Esq. and William H. Mitchem, Esq. of Beggs & Lane, Pensacola, for Terhaar & Cronley General Contractors, Inc.

David A. Sapp, Esq. of David A. Sapp, P.A., Pensacola, for Envision Design, P.L.L.C., for Appellees.

LEWIS, J.

Appellant, 14th & Heinberg, L.L.C., seeks review of the trial court's three final judgments in which the court found that appellees, Henricksen & Co., Inc. ("Henricksen"), Terhaar and Cronley General Contractors, Inc. ("Terhaar"), and Envision Design, P.L.L.C. ("Envision"), three companies who made improvements to the premises owned by appellant and leased to Montgomery Ward, held valid construction liens on appellant's property and directed appellant to satisfy the liens. We find no merit in appellant's first argument that the trial court improperly expanded section 713.10, Florida Statutes, by requiring that a short form of a lease that is recorded in the clerk's office contain a lessor's disclaimer of any mechanics' liens arising out of improvements made by a lessee on the leased premises. However, we agree with appellant's contention that its interest cannot be subject to mechanics' liens arising out of the improvements at issue because the lease with Montgomery Ward and the amendment to the lease did not require that the improvements be made, nor did the improvements constitute the pith of the lease. We, therefore, reverse and remand.

On November 20, 1970, appellant's predecessor-in-interest, Nancy Realty Company ("Nancy Realty"), as lessor, entered into a lease agreement (the "Lease") with Montgomery Ward, as lessee, for premises located in Pensacola. Per the Lease, Montgomery Ward was not to "permit any liens to stand against the premises for any labor or material furnished to [it] in connection with any work performed by [it] or at [its] direction...." The Lease also provided that Montgomery Ward "from time to time may make any alterations, additions, or improvements to the premises," but that it was not to make "any structural alterations, additions or improvements to the premises without first securing [the lessor's] written consent...." Nancy Realty subsequently filed a Memorandum of Lease with the Clerk of the Circuit Court for Escambia County. This document contained a description of the leased premises, the commencement and length of the Lease, and the parties' options to extend the Lease. It made no mention of the Lease's lien provision.

On August 14, 2000, appellant, as Nancy Realty's successor-in-interest, and Montgomery Ward executed an Amendment to Lease (the "Amendment"), which provided:

WHEREAS, Tenant is desirous of modifying the Premises, including certain alterations, additions or improvements; and

WHEREAS, Landlord and Tenant are desirous of amending the Lease to the limited extent set forth hereinbelow;

NOW, THEREFORE, for good and valuable consideration, it is agreed as follows:

1. Tenant shall be permitted to perform the work set forth on the redevelopment plans on Project # 99034.00 dated May 8, 2000 prepared by Mark Baughman, Architect and transmitted to Landlord on June 12, 2000 attached hereto as Exhibit A. These alterations, and any other alterations or improvements made by or for Tenant ("Alterations"), shall be performed in accordance with the following....

(emphasis added). The "following" addressed applicable building codes, necessary permits, an insurance extension, and the necessity of constructing the alterations in a good and workmanlike manner. The Amendment also provided that "[t]enant shall not have any right to subject Landlord's interest in the Premises to any mechanic's lien or any other lien whatsoever." Subsequently, Montgomery Ward contracted with appellees for certain construction and architectural services that were to be rendered on the leased premises. Appellees later filed suit against appellant as the lessor, alleging, inter alia, that they had furnished certain services on the leased premises and seeking to establish and foreclose a Claim of Lien pursuant to chapter 713, Florida Statutes.

Thereafter, appellant filed a motion for summary judgment, arguing, among other grounds, that its interest could not be subject to liens arising out of the improvements at issue because neither the Lease nor the Amendment required Montgomery Ward to construct the improvements at issue, because the improvements did not constitute the pith of the parties' Lease, and because Nancy Realty recorded a Memorandum of Lease in the clerk's office. Terhaar then filed a motion for summary judgment in which it asserted that it was entitled to a lien on the leased premises because the Amendment contemplated specific improvements and because the short form of the Lease that was recorded in the clerk's office did not contain the necessary disclaimer. Following a hearing on the two motions, the trial court denied appellant's motion and granted Terhaar's motion, finding that Terhaar held a valid construction lien. Envision and Henricksen, making the same arguments as Terhaar made in its summary judgment motion, subsequently filed motions for summary judgment, which the trial court granted. The trial court also entered three final judgments, finding that Terhaar was entitled to $219,803.29, that Envision was entitled to $25,709.99, and that Henricksen was entitled to $110,966.43, with each amount including both the Claim of Lien and interest. On April 7, 2003, the trial court entered an order consolidating the three cases nunc pro tunc to November 16, 2001. Appellant subsequently moved to stay the proceedings pending an appeal, a request which the trial court granted. This appeal followed.

Appellant first contends that the trial court improperly expanded section 713.10(1), Florida Statutes (2001), by imposing a requirement that a short form of a lease that is recorded in the clerk's office contain a disclaimer that the lessor's interest will not be subject to mechanics' liens. It is well-established that the construction of a statute or a contract is a question of law reviewable de novo. Dixon v. City of Jacksonville, 774 So.2d 763, 765 (Fla. 1st DCA 2000). In construing a statute, the plain meaning of the statute is this Court's first consideration. See Fla. Dep't of Educ. v. Cooper, 858 So.2d 394, 395 (Fla. 1st DCA 2003)

; Jackson County Hosp. Corp. v. Aldrich, 835 So.2d 318, 328-39 (Fla. 1st DCA 2002). It is well-settled that legislative intent is the polestar that guides this Court's statutory construction analysis. See State v. J.M., 824 So.2d 105, 110 (Fla.2002) (citation omitted). Legislative intent is determined primarily from the language of a statute. State v. Rife, 789 So.2d 288, 292 (Fla.2001) (citations omitted). We are also mindful of the doctrine of noscitur a sociis, under which a court examines the other words within a string of concepts to derive the Legislature's overall intent. Nehme v. Smithkline Beecham Clinical Labs., Inc., 863 So.2d 201, 205 (Fla.2003); see also WFTV, Inc. v. Wilken, 675 So.2d 674, 678-79 (Fla. 4th DCA 1996) (noting that a statutory term should not be read in isolation but rather in context).

Section 713.10, which is entitled, "Extent of liens," provides:

Except as provided in s. 713.12, a lien under this part shall extend to, and only to, the right, title, and interest of the person who contracts for the improvement as such right, title, and interest exists at the commencement of the improvement or is thereafter acquired in the real property. When an improvement is made by a lessee in accordance with an agreement between such lessee and her or his lessor, the lien shall extend also to the interest of such lessor. When the lease expressly provides that the interest of the lessor shall not be subject to liens for improvements made by the lessee, the lessee shall notify the contractor making such improvements of such provision or provisions in the lease, and the knowing or willful failure of the lessee to provide such notice to the contractor shall render the contract between the lessee and the contractor voidable at the option of the contractor. The interest of the lessor shall not be subject to liens for improvements made by the lessee when:

(1) The lease or a short form thereof is recorded in the clerk's office and the terms of the lease expressly prohibit such liability; or

(2) All of the leases entered into by a lessor for the rental of premises on a parcel of land prohibit such liability and a notice which sets forth the following is recorded by the lessor in the public records of the county in which the parcel of land is located:

(a) The name of the lessor.

(b) The legal description of the parcel of land to which the notice applies.

(c) The specific language contained in the various leases prohibiting such liability.

(d) A statement that all leases entered into for premises on the parcel of land contain the language identified in paragraph (c).

(3) The lessee is a mobile home owner who is leasing a mobile home lot in a mobile home park from the lessor.

(emphasis added). Notably, prior to 1985, section 713.10 provided that a lessor's interest would not be subject to liens for improvements on its property "when the lease is recorded in the clerk's office and the terms of the lease expressly prohibit such liability." See § 713.10, Florida Statutes (1983). In amending this statute, the Legislature obviously sought to provide a simplified and less costly manner in which lessors may provide notice to prospective contractors of their disclaimer of liability for improvements made by a...