Bay Management, Inc. v. Beau Monde, Inc.
| Decision Date | 29 December 1978 |
| Docket Number | No. 77-1706,77-1706 |
| Citation | 366 So.2d 788 |
| Parties | BAY MANAGEMENT, INC., a Florida Corporation, Appellant, v. BEAU MONDE, INC., a condominium, a nonprofit Florida Corporation, Appellee. |
| Court | Florida District Court of Appeals |
William S. Jonassen, Indian Rocks Beach, for appellant.
William F. Casler, St. Petersburg Beach, for appellee.
Appellant Bay Management challenges a declaratory judgment requiring it to perform certain maintenance services under the terms of a condominium maintenance agreement and a recreational and garage lease between it and appellee Beau Monde. We affirm in part and reverse in part.
After Beau Monde was organized as a condominium in 1972, the developer, on behalf of Beau Monde, entered into a 25-year maintenance agreement and a 99-year recreational and garage lease with Bay Management. In October 1976 the developer turned over control of the condominium association to the unit owners. Thereafter, in an attempt to clearly define its responsibilities, Bay Management delivered two lists of services to the Beau Monde Condominium Association. In the first, it itemized its acknowledged maintenance responsibilities. In the second, it identified certain maintenance services as the sole financial responsibility of the Association.
Beau Monde, unsatisfied with Bay Management's disclaimers in the second list, petitioned the circuit court for a declaratory judgment as to Bay Management's obligations in respect to the services disclaimed.
The trial court determined that the two agreements imposed the obligation on Bay Management to perform the following disputed services: 1
A. Driveway and Guest Parking:
1. Repaint individual space bumpers and numbers as needed.
2. Repaint lines and traffic markings as needed.
3. Repaint fixture poles as needed.
4. Repair and maintain Beau Monde sign.
B. Grounds:
1. Replace and/or add shrubbery as needed.
2. Install wooden edging throughout grounds as needed.
3. Lay sod as needed.
F. Atrium:
1. Repaint atrium pool as needed.
2. Repair and replace fountain pumps.
3. Repair and maintain fountain.
G. Recreation Room:
2. Provide soft goods for restrooms and shower facilities.
H. Lobby:
1. Repair and rehabilitate front mat.
2. Repair and maintain electronic lock mechanism.
3. Repair building intercom and security system including repair to individual units within apartments.
4. Repair TV surveillance camera.
5. Update building indexes.
I. Corridors:
1. Repaint any wall sections according to need.
2. Replace any damaged carpet.
3. Repair and replace all fire extinguishers.
4. Perform pest control service.
5. Rehabilitate all elevator lobbies.
6. Paint sections of stairwells needing attention.
7. Clean, disinfect, repair and rehabilitate both trash chutes, trash rooms and all trash doors (18).
8. Pick up newspapers left on each floor (20 stops).
9. Repaint storage rooms and laundry facilities as needed.
J. Building Equipment:
1. Maintain and repair fire pumps.
2. Maintain building antenna and amplifier system and wiring of same.
3. Maintain fire alarm system.
K. Miscellaneous Services:
1. Provide weekend cleaning of major public areas.
3. Provide for pest control.
4. Provide and replace all signs throughout the project.
5. Termite bonds.
In construing a contract the court must consider the objects to be accomplished, and to this end should place itself in the position of the parties when the contract was entered into. Florida Power Corp. v. City of Tallahassee, 154 Fla. 638, 18 So.2d 671 (1944). A corollary to this is that the court should arrive at an interpretation consistent with reason, probability, and the practical aspect of the transaction between the parties. Blackshear Manufacturing Co. v. Fralick, 88 Fla. 589, 102 So. 753 (1925). While the trial court attempted to adhere to these principles in the instant case, it erred in going further and holding that Bay Management was required to perform certain of the maintenance tasks simply because the agreements did not specifically exclude these tasks from its responsibility. In effect, the court held that Bay Management was required to perform all maintenance services unless the agreements specifically said it would not perform these services. When a contract is clear and unambiguous, as the agreements were in this case, the court cannot give it any meaning beyond that expressed. Hamilton Construction Co. v. Board of Public Instruction, 65 So.2d 729 (Fla.1953).
We now turn to a review of the agreements themselves to determine if the maintenance tasks in question were the obligation of Bay Management. Article VI of the recreational and garage lease (under which Bay Management was lessor) contained the following provision:
MAINTENANCE OF PREMISES : Lessor has the obligation to maintain the leased premises in good order, condition and repair. Lessee has no obligation whatever to maintain the leased premises or any of the improvements thereon. Lessee agrees to permit no waste, damage or injury to said premises. At the expiration of the Lease created hereunder, Lessee shall surrender the premises in good condition, reasonable wear and tear excepted. Lessee agrees that the building, the electrical system, water systems, fixtures, equipment and all items of personalty within and upon the leased premises, shall be under the control of the Lessor or its agents, and that all operation, upkeep, repairs and replacement of such items shall be done by and at Lessor's expense. Lessor further agrees that it shall provide, at its expense, any and all utility services required or necessary in the operation of the demised premises. The Lessee shall not change the design, color, materials, or appearance of the improvements now or hereafter placed upon the demised premises, any of the furniture, furnishings, fixtures, machinery or equipment contained therein, without the Lessor's prior written approval.
Under this provision Bay Management undertook a comprehensive responsibility for the maintenance of the recreation and garage areas. On the assumption that the parking area referred to is within the confines of the leased premises, 2 we conclude that Bay Management was responsible for repainting the individual space bumpers (A-1) and the fixture poles for the driveway and guest parking area (A-3).
The maintenance agreement was much less comprehensive, requiring only specifically enumerated services. It provided that Bay Management would:
3. (M)aintain, service and repair as to ordinary wear and tear caused by usage and the elements, all public walkways and roadways used for ingress and egress to the condominium property.
5. (P)rovide, maintain and care for the lawn and shrubbery service and all on-site walkways on the condominium property; however, the Maintenance Contractor shall not be responsible for any damages caused by any act of God, which shall include, but not be limited to, wind, flooding, hurricane, frost or freezing, etc.
6. (P)rovide service and maintain lighting for the exterior of the condominium building, including the lighting of the hallways and other portions of the common elements.
8. (B)e responsible for complete maintenance of elevators and roofs.
9. (B)e responsible for the complete maintenance of the Lobby Area of the Condominium Parcel together with the maintenance of all furniture and equipment in said Lobby Area.
10. (B)e responsible for ordinary wear and tear of seawalls and shall be responsible for the replacement of or repair of seawalls for any said damage caused by any act of God, which shall include but not be limited to wind, flooding, hurricane, and extraordinary tides.
12. (K)eep the exterior of said condominium building painted and shall furnish the necessary repairs to preserve the exterior appearance of said building against ordinary wear and tear. However, the Maintenance Contractor shall not be responsible for the washing of windows or replacement of same, and shall not be responsible for the maintenance of screens that enclose screen porches. The Maintenance Contractor further agrees to keep the condominium building and the areas included in the common elements, which shall include the parking area therein, "broom swept" and neat and presentable in...
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