Grove Isle Ass'n, Inc. v. Grove Isle Assocs., LLLP

• Decision Date: 26 March 2014
• Docket Number: No. 3D10–2312.,3D10–2312.
• Citation: Grove Isle Ass'n, Inc. v. Grove Isle Assocs., LLLP, 137 So. 3d 1081 (Fla. App. 2014)
• Court: Florida District Court of Appeals
• Parties: GROVE ISLE ASSOCIATION, INC., Appellant, v. GROVE ISLE ASSOCIATES, LLLP, et al., Appellees.

137 So.3d 1081

GROVE ISLE ASSOCIATION, INC., Appellant,

v.GROVE ISLE ASSOCIATES, LLLP, et al., Appellees.

No. 3D10–2312.

District Court of Appeal of Florida, Third District.

March 26, 2014.

John C. Lukacs, P.A. and John C. Lukacs, Coral Gables; Ross & Girten and Lauri Waldman Ross, Miami, for appellantGrove Isle Association, Inc.

Law Offices of Paul Morris, P.A. and Paul Morris; Kluger Kaplan Silverman Katzen & Levine and Abbey L. Kaplan, Miami, for appelleesGrove Isle Associates, LLLP, Grove Isle Yacht Club Associates, and Grove Spa, LLC.

Campbell Law Firm, PLLC and Dennis M. Campbell and Rossana Navarro, Miami, for appelleeWestgroup Grove Isle Associates, Ltd.Levine Kellogg Lehman Schneider + Grossman LLP and Stephanie Reed Traband, Miami, and Karene Lynn Tygenhof, for appelleesGrove Hotel Partners, LLC, Grand Heritage Hotel Group, LLC, and GH Grove Isle Management, LLC.

Before ROTHENBERG, LAGOA, and LOGUE, JJ.

PER CURIAM.

Grove Isle Association, Inc., (the “Condominium Association”) appeals an order dismissing, with prejudice, its claims for injunctive and declaratory relief, unjust enrichment, and breach of contract based on the expiration of the applicable statute of limitations and the doctrine of laches.For the reasons set forth below, we reverse.¹

I.FACTUAL AND PROCEDURAL HISTORY

Fair Isle, a private island in Coconut Grove, Florida, is developed with three residential condominium towers, collectively known as “Grove Isle,” and a hotel, club, marina, and spa.The towers were submitted to condominium ownership pursuant to a Declaration of Condominium recorded January 23, 1979(the “Declaration”).The unit owners of each of the residential condominium towers are members of Grove Isle Association, Inc., an entity organized pursuant to Chapter 718, Florida Statutes.

Grove Isle unit owners and visitors access Fair Isle by way of a private bridge over Biscayne Bay.A roadway on Fair Isle permits traffic between the residential condominium towers and the hotel, club, marina, and spa.The private bridge and roadway are owned and/or controlled by Grove Isle Associates, LLLP(the “Hotel and Club Owner”), Grove Isle Yacht Club Associates(the “Marina Owner”), and CII Spa, LLC, the owner of a fifty percent interest in Grove Spa, LLC(the “Spa Owner”).The Declaration imposes the obligation to maintain and repair the private bridge and roadway upon the Condominium Association.

From 1996 through late 2008, the hotel and club were operated by Westgroup Grove Isle Associates, Ltd.(the “Former Hotel and Club Manager”).The marina and spa were managed by other entities during this time.In November 2008, Grove Hotel Partners, LLC(the “Resort Lessee”) leased the hotel, club, and spa property and assumed responsibility for the management and operation of these facilities (the “Resort”).The Resort Lessee manages and operates the Resort through Grand Heritage Hotel Group, LLC and its affiliate, GH–Grove Isle Management, LLC(collectively, the “Current Resort Managers”).

On July 10, 2009, the Condominium Association filed its Complaint against the Hotel and Club Owner, the Marina Owner, the Spa Owner, the Former Hotel and Club Manager, the Resort Lessee, and the Current Resort Managers.²The CondominiumAssociation's Complaint asserted seven causes of action.The trial court's order dismissing Counts I–VI is before us for review.³

In Count I, the Condominium Association sought injunctive relief against the Hotel and Club Owner, the Spa Owner, the Resort Lessee, and the Current Resort Managers (collectively, the “Count I Defendants”).The Condominium Association alleged that, pursuant to a final judgment entered July 29, 1977(“Final Judgment”),⁴ enjoyment of the club's amenities (a restaurant and lounge, private banquet room, health spa, swimming pool, and tennis courts) was limited to members of the Condominium Association and their guests, members of the club and their guests, and registered hotel guests, and no separate memberships permitting use of the tennis courts were authorized.The Condominium Association sought an order prohibiting the Count I Defendants from allowing unauthorized members of the public to use the club's amenities.

In Count II, the Condominium Association sought declaratory relief in the form of an order declaring Sections 3.2,5.1,⁵and15.4(c) and (d) of the Declaration ⁶ unfair, unreasonable, and unconscionable, and consequently, void and unenforceable, pursuant to sections 718.122and718.302, Florida Statutes.The Condominium Association alleged that these provisions of the Declaration give Fair Isle's developer ⁷an “unjust and undeserved advantage” over the Association and its members.

Section 3.2 of the Declaration recognizes that the private bridge, internal roadways, and amenities, among other things, “are utilized to provide services and other benefits to apartment unit owners and the Association.”

Therefore, apartments and the owners thereof within the condominium operated and managed by the Association shall be charged with the cost and expense of maintaining, managing and operating the various properties, facilities and services hereinabove described notwithstanding the fact that such properties, facilities and services are located or rendered outside the condominium....The maintenance, management and operation of the described properties, facilities and services shall be the responsibility of the Developer or its successors or assigns.All costs and expenses incident to providing the maintenance, management and operation of the properties, facilities and services herein described shall be within the sole discretion of the Developer or its successors or assigns and shall be assumed and paid by each apartment owner as a common expense....Other owners of real property located on Fair Isle, their successors, assignees and lessees, including the Grove Isle Club, are not subject to contribute to the costs and expenses of maintaining, managing or operating the various properties, facilities and services ....

(Declaration§ 3.2(emphasis supplied).)The Condominium Association claims that Section 3.2 is unfair and unreasonable because it requires the unit owners to bear all the costs of maintenance, management, and operation of Fair Isle's facilities and amenities, even though the facilities and amenities are also used by other Fair Isle property owners and persons other than members of the Condominium Association.

Section 5.1(d) of the Declaration reserves “a perpetual non-exclusive easement over, through, across and upon all walkways, driveways, ramps, parking spaces and other parking facilities” in favor of the developer and its successors and assigns.The provision also requires the developer (and its successors and assigns) to grant “perpetual non-exclusive rights to the use of the easement ... to owners and lessees of Fair Isle.”The Condominium Association claims that this provision is unfair and unreasonable because it requires the unit owners to bear all the costs of maintaining, managing, and operating these areas of Fair Isle, when the areas must be shared with other Fair Isle property owners.

Sections 15.4(c) and (d) limit the Condominium Association's ability to amend the Declaration.Section 15.4(c) prohibits any amendment that would “[o]perate to alter, amend, modify or effect the rights and privileges granted to or reserved by the Developer without the written consent of the Developer.”Section 15.4(d) contains an identical provision running in favor of “Grove Isle Club.”The Condominium Association claims that these provisions “effectively preclude the Association from amending the Declaration to remove the onerous grants and reservations in favor of the Developer, its successors and assigns and the Grove Isle Club.”

In Count III, the Condominium Association asserted an action for unjust enrichment against the Hotel and Club Owner, the Marina Owner, and the Spa Owner, and sought to recover the value of its maintenance, management, and operation payments pursuant to Section 3.2 of the Declaration.

In Count IV, the Condominium Association sought declaratory relief related to Section 12.9 of the Declaration, which governs membership in the club.Section 12 imposes restrictions applicable to the condominium property and deemed to run with the land.Section 12.9 prohibits any “person, firm or corporation” from owning or leasing any unit in the condominium for a term of six months or more unless the person, firm, or corporation is a member of the club.The Condominium Association claims this provision is unfair and unreasonable because membership in the club is at the discretion of the club's directors; thus, Section 12.9 permits the club's directors to control who may (and may not) own, lease, or sell a unit in the condominium.The Condominium Association demands an order declaring this restriction unfair and unreasonable and a restraint on alienation.

The Condominium Association also challenges Section 12.9(f) of the Declaration, which provides:

The total financial obligation for membership in the Grove Isle Club shall be the initial membership fee.The unit owners and the Association shall not be responsible for providing any costs and expenses for the maintenance, management and operation of the club facilities nor will such costs and expenses become an obligation of the unit owners or the Association unless provided for by an amendment to this Declaration adopted as required by Section 15 of this Declaration.

The Condominium Association contends that Section 12.9(f) prohibits the club from imposing and collecting annual assessments or dues from the unit owners, because the Declaration does not contemplate any additional membership fees other than the initial membership fee.The Condominium Association alleges that, notwithstanding Section 12.9(f), the club requires unit owners to pay annual assessments.These assessments are periodically...