Mandarin Lakes Cmty. Ass'n, Inc. v. Mandarin Lakes Neighborhood Homeowners Ass'n, Inc.

• Citation: 322 So.3d 1196
• Decision Date: 02 June 2021
• Docket Number: No. 3D19-1853,3D19-1853
• Court: Florida District Court of Appeals
• Parties: MANDARIN LAKES COMMUNITY ASSOCIATION, INC., Appellant, v. MANDARIN LAKES NEIGHBORHOOD HOMEOWNERS ASSOCIATION, INC., et al., Appellees.

322 So.3d 1196

MANDARIN LAKES COMMUNITY ASSOCIATION, INC., Appellant,

v.MANDARIN LAKES NEIGHBORHOOD HOMEOWNERS ASSOCIATION, INC., et al., Appellees.

No. 3D19-1853

District Court of Appeal of Florida, Third District.

Opinion filed June 2, 2021.

Rehearing Denied July 26, 2021

Becker & Poliakoff, P.A., Adam Cervera, Lilliana M. Farinas-Sabogal, and David H. Rogel, for appellant.

Siegfried Rivera, Joseph A. Miles, Zachary T. Smith, and Nicholas D. Siegfried ; Wallen Kelley, and Todd L. Wallen, for appellee ML Services, LLC.

Before LOGUE, LINDSEY, and MILLER, JJ.

MILLER, J.

Appellant, Mandarin Lakes Community Association, Inc. ("MLCA"), challenges a final order dismissing its claims against appellees, ML Services, LLC and Mandarin Lakes Neighborhood Homeowners Association, Inc. ("MLNHA"). Finding the well-pled allegations of the operative complaint sufficiently state a cause of action for declaratory relief, we affirm in part and reverse in part.

BACKGROUND

MLCA brought an action for declaratory relief and reformation against ML Services and MLNHA, seeking a determination of the parties’ respective rights and obligations under an "evergreen contract." See Evergreen Contract, Black's Law Dictionary (11th ed. 2019) ("A contract that renews itself from one term to the next in the absence of contrary notice by one of the parties."). Distilled to its essence, the operative complaint alleged MLCA and ML Services executed an integrated telecommunications services contract providing for an initial ten-year term, and, in the absence of a ninety-day notice of termination, automatic five-year extensions.¹ The cost of the contract was to be borne by individual homeowners in the Mandarin Lakes community through assessments imposed by MLNHA.

After the parties performed under the initial term of the contract, MLCA generated a ninety-day written notice of termination and served it upon ML Services. ML Services rejected the notice as "improper" and continued to both provide services and demand remuneration. Aligning itself with MLCA, MLNHA contended the contract was terminated and refused to tender further payment.

In the first count, MLCA sought declaratory relief "in order to determine whether the Agreement was canceled properly, and what obligations are still owed (in relation to same) by the [p]arties." Alternatively, in the second count, it sought reformation to substitute MLNHA as the beneficiary of the contract. ML Services successfully moved for dismissal, and the instant appeal ensued.

ANALYSIS

When considering a motion to dismiss, the trial court "must look only to the four corners of the complaint including the attachments; and the allegations contained therein should be taken as true without regard to the pleader's ability to prove them." Coriat v. Glob. Assurance Grp., Inc., 862 So. 2d 743, 743 (Fla. 3d DCA 2003) (citation omitted). We review de novo "whether the complaint alleges sufficient ultimate facts, which under any theory of law, would entitle a plaintiff to the relief sought." Cohen v. Am. Home Assurance Co., 367 So. 2d 677, 681 (Fla. 3d DCA 1979) (citation omitted).

We affirm, without discussion, the dismissal of the reformation count and focus instead on the claim for declaratory relief. See 19650 NE 18th Ave. LLC v. Presidential Ests. Homeowners Ass'n, Inc., 103 So. 3d 191, 194 (Fla. 3d DCA 2012) ("A court may not rewrite a contract to add language the parties did not contemplate at the time of execution.") (citations omitted); 66 Am. Jur. 2d Reformation of Instruments § 47 (2021) ("In the reformation of a written instrument to conform it to the parties' mutually intended antecedent agreement, correcting material variances attributable to the parties' mutual mistake of fact or law, or the fraudulent or inequitable conduct of one party, a court of equity does not have the power to add a party to a contract or substitute parties to a contract where the effect may be to make a new contract.") (footnotes omitted).

"The circuit courts of Florida have been authorized to render declaratory judgments and decrees in certain cases since 1919." David L. Dickson, Declaratory Judgments in Declaratory Judgments in Florida: Jurisdiction and Judicial Discretion, 27 U. Miami L. Rev. 47, 47 (1972) (footnote omitted). Although the laws governing declaratory judgments have evolved substantially over time, "the granting of such relief remains discretionary with the court, and not the right of a litigant as a matter of course." Kelner v. Woody, 399 So. 2d 35, 37 (Fla. 3d DCA 1981) (citations omitted). The authority to decline to adjudicate a claim, however, is exercised independently of the duty to determine whether "a plaintiff has sufficiently pleaded the essential elements for a declaratory action." Ribaya v. Bd. of Trs. of City Pension Fund for Firefighters & Police Officers in City of Tampa, 162 So. 3d 348, 353 (Fla. 2d DCA 2015).

Today, the general use of declaratory actions is permitted by chapter 86, Florida Statutes. Such actions include "the resolution of a doubt or the removal of a peril, rather than redress for an injury already inflicted." Dickson, supra, at 60. As relevant here, section 86.021, Florida statutes, provides:

Any person claiming to be interested or who may be in doubt about his or her rights under a ... contract ... or whose rights, status, or other equitable or legal relations are affected by a ... contract ... may have determined any question of construction or validity arising under such ... contract ... or any part thereof, and obtain a declaration of rights, status, or other equitable or legal relations thereunder.

Courts are authorized to construe a contract "either before or after there has been a breach of it." § 86.031, Fla. Stat. In this same vein, any declaratory judgment "may be rendered by way of anticipation with respect to any act not yet done or any event which has not yet happened." § 86.051, Fla. Stat.

In accord with these principles of law, a complaint for declaratory relief must allege that:

(1) there is a bona fide dispute between the parties; (2) the plaintiff has a justiciable question as to the existence or nonexistence of some right, status, immunity, power or privilege, or as to some fact upon which existence of such a claim may depend; (3) the plaintiff is in doubt as to the claim; and (4) there is a bona fide, actual, present need for the declaration.

Ribaya, 162 So. 3d at 352 (citation omitted).

In the instant case, the trial court correctly recognized the potential for misuse of the declaratory judgment process. Our legislature never intended,...