Bldg. B1, LLC v. Component Repair Servs., Inc.

Decision Date12 July 2017
Docket NumberNo. 3D16-1286.,3D16-1286.
Citation224 So.3d 785
CourtFlorida District Court of Appeals
Parties BUILDING B1, LLC, Appellant, v. COMPONENT REPAIR SERVICES, INC., Appellee.

224 So.3d 785

BUILDING B1, LLC, Appellant,
v.
COMPONENT REPAIR SERVICES, INC., Appellee.

No. 3D16-1286.

District Court of Appeal of Florida, Third District.

Opinion filed July 12, 2017


Downs Law Group, P.A. and Jeremy D. Friedman, for appellant.

Fuerst Ittleman David & Joseph, Christopher M. David and Jeffrey J. Molinaro, for appellee.

Before SUAREZ, EMAS and LOGUE, JJ.

EMAS, J.

Appellant Building B1, LLC, appeals from an amended final judgment in favor of Component Repair Services (CRS), following a nonjury trial on appellant's claim (and appellee's counterclaim) for breach of a commercial lease agreement. For the reasons that follow, we affirm.

On November 22, 2000, Building B1 (the landlord) and CRS (the tenant) entered into a commercial lease for a warehouse in Miami.1 The lease was for a term of five years commencing in January 2001 and terminating on December 31, 2005. The terms provided CRS an option to renew the lease for an additional five-year term beginning in January 2006 and ending on December 31, 2010. The exercise of this option was required to be made in writing and sent by certified mail to Building B1 120 days before the end of the five-year lease period.

In October of 2005, Hurricane Wilma caused damage to the warehouse. CRS spoke to Baitinger about the damage and Building B1 instructed CRS to make and pay for the repairs, and represented that Building B1 would reimburse CRS for the expenses related to the repairs. CRS made the necessary repairs.

On January 1, 2006 (after expiration of the five-year lease period), CRS remained in the warehouse. Several discussions were held and written correspondence exchanged in an unsuccessful attempt to formally renew the lease or enter into a new lease. From January 1, 2006 through July 31, 2009, CRS remained in the warehouse and continued to pay rent on a monthly basis. On July 31, 2009, CRS vacated the warehouse without notice to Building B1.

In May of 2012, Building B1 filed a one-count complaint against CRS, alleging

224 So.3d 787

that, through discussion and correspondence, the parties had agreed to renew the lease for the period of January 1, 2006 through December 31, 2010, and that CRS breached the renewed lease agreement by vacating the premises on July 31, 2009 and failing to pay, inter alia, rents that were due and unpaid through December 31, 2010.

CRS filed its answer and affirmative defenses. CRS also filed a counterclaim, seeking damages for Building B1's breach of the lease for failing to return the security deposit and for failing to reimburse CRS for repairs made to the warehouse following Hurricane Wilma.

On September 28, 2012, CRS was administratively dissolved by the State of Florida for failing to file its annual report.2 In April of 2015, the matter proceeded to a nonjury trial, and thereafter, the trial court found that the lease was not renewed, and that the discussions and correspondence between the parties merely constituted competing offers and counteroffers, the terms of which were never agreed upon by the parties.

The trial court concluded that Building B1 could not prevail on its breach of lease claim, because the lease expired by its terms on December 31, 2005, and on January 1, 2006, became a month-to-month tenancy pursuant to section 83.01, Florida Statutes (2006).3 However, the trial court found that, because CRS vacated the warehouse on July 31, 2009 without giving proper notice, Building B1 was entitled to one month's rent (August 2009), pursuant to section 83.03(3), Florida Statutes (2009).4

As to CRS's counterclaim, the trial court found that, because the lease agreement had not been renewed, CRS was not entitled to reimbursement for the warehouse repairs on a breach-of-lease-agreement theory. The trial court determined, however, that based on the evidence presented at trial by CRS, Building B1 had orally agreed to reimburse CRS for the Hurricane Wilma repairs pursuant to a "gentlemen's agreement." The trial court determined that CRS was thus entitled to be reimbursed for the cost of repairs to the warehouse, as well as return of its security deposit.5 Finally, the trial court found that Building B1 was entitled to a setoff (asserted as an affirmative defense to CRS's counterclaim) for unpaid property taxes which CRS failed to pay during the relevant period.

The trial court applied the amounts to which Building B1 was entitled (August rent and property taxes) against the amounts to which CRS was entitled (security deposit and warehouse repairs) and thereafter entered a judgment (and later, an amended judgment) in favor of CRS for

224 So.3d 788

the net amount of $7,553.10. This appeal followed.

Building B1 first argues that the amended final judgment in favor of CRS must be reversed because CRS was administratively dissolved by the State of Florida and therefore, pursuant to section 607.1622(8), Florida Statutes (2012), CRS was prohibited from defending against Building B1's claims or maintaining its own counterclaim.

Section 607.1622(8) provides:

Any corporation failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain or defend any action in any court of this state until such a report is filed and all fees and taxes due under this act are paid and shall be subject to dissolution or cancellation of its certificate of authority to do business as provided in this act.

In the instant case, CRS was an active corporation at the time the cause of action accrued and at the time it filed its answer, affirmative defenses and counterclaim. CRS could therefore defend against Building B1's complaint and maintain its counterclaim. Building...

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    ...... Gables Insurance Recovery, Inc., a/a/o Roberto Sanchez, Appellee. No. 3D21-2252Florida ... 1081, 1095 (Fla. 3d DCA 2014) (same); see also Bldg. B1,. LLC v. Component Repair Servs., Inc., 224 So.3d ......
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