Revlon Group Inc. v. LJS Realty, Inc., 00028001

• Decision Date: 15 May 1991
• Docket Number: G,No. 00028001,No. 89-2466,00028001,89-2466
• Citation: 579 So.2d 365
• Court: Florida District Court of Appeals
• Parties: 16 Fla. L. Weekly D1314 REVLON GROUP INCORPORATED, f/k/a Pantry Pride Enterprises, Inc., Appellant/Cross-Appellee, v. LJS REALTY, INC., and Sun Bank/South Florida, N.A., Trustee under Land Trustuarantor, Appellees/Cross-Appellants.

Page 365

579 So.2d 365

16 Fla. L. Weekly D1314

REVLON GROUP INCORPORATED, f/k/a Pantry Pride Enterprises Inc., Appellant/Cross-Appellee, v. LJS REALTY, INC., and Sun Bank/South Florida, N.A., Trustee under Land Trust No. 00028001, Guarantor Appellees/Cross-Appellants.

No. 89-2466.

District Court of Appeal of Florida,

Fourth District.

May 15, 1991.

Kenneth G. Spillias and Mark F. Bideau of Shapiro & Bregman, P.A., West Palm Beach, for appellant/cross-appellee.

Franklin L. Zemel of Zemel & Kaufman, P.A., Miami, for appellee/cross-appellant LJS Realty, Inc.

FRANK, RICHARD H., Associate Judge.

Revlon Group, Inc., formerly known as Pantry Pride Enterprises, sued LJS Realty, Inc. and Sun Bank in this action for breach of an assignment and sublease. LJS counterclaimed on the theory of promissory estoppel, claiming it had made substantial improvements to the premises on which Revlon claimed there was rent due and owing. The trial court determined that Revlon could not prevail in its action against Sun Bank, that LJS had been unjustly enriched by its failure to pay the fair rental value of the space it had been using but that Revlon had not established that LJS had breached the contract between them, and that LJS's claim based upon promissory estoppel was valid. Therefore, the court awarded Revlon $286,209.00 from LJS, to be set off by the amount LJS had expended for improvements to the premises, $143,842.00. We affirm in all respects.

This case involves a store in the Lauderdale Manor Plaza Shopping Center, owned by Sun Bank, which had purchased the property as trustee for Dr. Robert Cornfeld, the sole beneficiary of the land trust. The Great Atlantic and Pacific Tea Company, Inc. (A & P) leased the store from Sun Bank. Through an agreement dated November 19, 1979, A & P subleased the store to Boogart of Florida, Inc. By its terms the sublease could not be assigned without the written consent of A & P. Revlon subsequently acquired the interest of Boogart of Florida.

The transaction that generated the litigation before us occurred on February 11, 1985, when Revlon executed an Assignment and Assumption of Sublease with LJS in which Revlon's interest in the store was assigned to LJS. A & P's written consent to the Assignment and Assumption was a precondition to LJS's obligation to pay rent. Although the Assignment was executed by LJS and Revlon and forwarded to A & P for its consent, A & P never indicated its approval of the transaction between LJS and Revlon in any writing.

After the execution of the agreement, Revlon delivered the keys to LJS, which took possession and undertook improvements to enable it to operate a 130-booth flea market on the premises. As found by the trial court, the improvements cost almost $144,000. LJS opened for business in July of 1985, and the flea market continued to operate until February of 1987.

During this time Sun Bank collected $150,000 in rent from A & P. Under its sublease Revlon remained liable to A & P for rent. In November of 1985 Revlon, having received notice from A & P that the rent for September and October had not been paid, attempted to collect the rent from LJS but was unable to do so. Consequently, in November of 1986 Revlon brought an action for eviction against LJS, Sun Bank (as guarantor), and against Cornfeld, the beneficiary of the land trust, arguing that LJS had breached the Assignment and Sublease agreement or, alternatively, that LJS was indebted to Revlon for the use of the premises. The trial court dismissed the action against Cornfeld. LJS filed a...