SHM Cape Harbour, LLC v. Realmark META, LLC
| Decision Date | 09 March 2022 |
| Docket Number | 2D20-1590 |
| Citation | 335 So.3d 754 |
| Parties | SHM CAPE HARBOUR, LLC, Appellant, v. REALMARK META, LLC ; Realmark Marina Grill, LLC; Realmark Marina View South, LLC; Realmark Marina View South II, LLC; Realmark Parking Services One, LLC; Realmark Parking Services Two, LLC; Realmark Cape Marina, LLC; CRE Cape Harbour Marina, LLC ; CRE Cape Harbour Land, LLC; and CRE GS CL23, LLC, Appellees. |
| Court | Florida District Court of Appeals |
Steven L. Brannock, Sarah C. Pellenbarg, and Douglas A. Wallace of Brannock Humphries & Berman, Tampa; Chene M. Thompson of Pavese Law Firm, Ft. Myers; and Trey Crawford and Haleigh Jones of Crawford, Wishnew & Lang, Dallas, Texas, for Appellant.
Stuart C. Markman, Robert W. Ritsch, and Kristin A. Norse of Kynes, Markman & Felman, P.A., Tampa, for Appellees Realmark Meta, LLC; Realmark Marina Grill, LLC; Realmark Marina View South, LLC; Realmark Marina View South II, LLC; Realmark Parking Services One, LLC; Realmark Parking Services Two, LLC; and Realmark Cape Marina, LLC.
No appearance for remaining Appellees.
SHM Cape Harbour, LLC, challenges the final judgment entered in favor of the Realmark Defendants.1 SHM first challenges the trial court's entry of final summary judgment in favor of the Realmark Defendants based on its determination that as a matter of law a 2003 reciprocal easement agreement among three entities is not binding on one of the entities' successors. SHM next challenges the court's entry of final summary judgment in favor of the Realmark Defendants based on its determinations that SHM does not own the fuel tanks and fuel lines at issue and is not entitled to an easement allowing for use of those tanks and lines. We reverse the final judgment and remand for proceedings consistent with this opinion.2
In 2003, Realmark Cape Marina, LLC (Marina), Realmark Marina Grill, LLC (Grill), and Realmark META, LLC (META), entered into a reciprocal parking easement. Each entity owned a parcel of land in the planned development project known as Cape Harbour.3 At the time, all three entities were controlled by one person—William Stout. In 2014, in a self-described "deed in lieu of foreclosure" transaction, Marina—through Mr. Stout—agreed to deed the Marina Parcel to the CRE Entities.4 The conveyance did not include the parking facilities located on the META Parcel, which, by 2014, were owned and operated by entities also controlled by Mr. Stout. The CRE Entities conveyed the Marina Parcel to SHM in 2017. SHM owns the Marina Parcel and is the successor in title to Realmark Cape Marina, LLC. Realmark Marina Grill, LLC, remains the owner of the Grill Parcel.
Simplifying the facts, after SHM purchased the Marina Parcel, the Realmark Defendants began charging for parking in the facilities located on the META Parcel. SHM then brought an action against the Realmark Defendants, alleging in part that the 2003 reciprocal easement was being violated and seeking, among other claims, declaratory relief.
In the motion for summary judgment as to SHM's easement claims, the Realmark Defendants argued that the 2003 easement is unambiguous and must be read in its favor. The trial court agreed and granted the motion.5 The trial court determined that the 2003 reciprocal easement does not inure to the benefit of the owners of the Marina Parcel or the Grill Parcel or their respective successors and assigns; that the easement is extinguished and abandoned as to successors and assigns of META and is not an easement, perpetual or otherwise, over the META Parcel; and that the easement does not run with the land and does not in any way encumber the META Parcel.
In its primary argument as to the judgment addressing the 2003 reciprocal easement, SHM directs this court's attention to three critical paragraphs within the easement and contends that the easement is unambiguous and must be read as binding upon META's successors, and therefore in favor of SHM, as a matter of law. SHM is correct; the easement is unambiguous and dictates that the benefits and burdens run with the land and are binding upon subsequent owners of any part of the land subject to the easement. Thus, while the trial court correctly determined that the easement is unambiguous, it incorrectly construed and applied the unambiguous language as a matter of law.6
The three paragraphs that are critical to the resolution of this issue are paragraphs 1, 4, and 7 of the easement. Paragraph 1 has three subparagraphs, each setting forth one party's grant of rights. Paragraph 1(c), setting forth the rights META has granted to Marina and Grill, provides in relevant part:
META hereby grants to Grill and Marina and to their respective guests, invitees, licensees, agents, tenants, employees, officers, directors, successors and assigns , a perpetual, non-exclusive easement for: (i) use of any parking areas that may now or hereafter be constructed , from time to time, within the META parcel; and (ii) vehicular ingress and egress over, through and across any roadways that may now or hereafter be constructed, from time to time, within the META parcel; and (iii) pedestrian ingress and egress over, through and across any walkways that may now or hereafter be constructed, from time to time, within the META Parcel.
(Emphasis added.) Paragraphs 1(a) and 1(b) are identical in substance to 1(c) save for the respective positions of the parties: paragraph 1(a) sets forth the grant of rights from Marina to Grill and META, and paragraph 1(b) sets forth the grant of rights from Grill to Marina and META.
Paragraph 4 provides:
This Easement Agreement shall become effective upon its recordation in the Public Records of Lee County, Florida, and shall run with the land, regardless whether specifically mentioned in any subsequent deed or conveyance of all or a part of the land and shall be binding on all persons subsequently acquiring all or part of the land. This Easement Agreement may be amended or modified only by an instrument signed by the owners of each of the parcels. No amendment shall become effective prior to a duly executed and acknowledged copy being recorded in the Public Records of Lee County, Florida.
(Emphasis added.) Finally, paragraph 7 provides: "The Easement Agreement shall inure to the benefit of , and be binding upon, Marina and Grill and their respective successors and/or assigns ." (Emphasis added.)
The burden is on the party moving for summary judgment to prove "that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fla. R. Civ. P. 1.510(c) (2020); accord Tank Tech, Inc. v. Valley Tank Testing, L.L.C. , 244 So. 3d 383, 389 (Fla. 2d DCA 2018) ().7 We review orders granting summary judgment de novo. Tank Tech , 244 So. 3d at 389. Likewise, we review a trial court's construction of an easement de novo. Dep't of Transp. v. Fla. Gas Transmission Co. , 126 So. 3d 1095, 1102 (Fla. 4th DCA 2012) (citing Terrill v. Coe , 1 So. 3d 223, 225 (Fla. 5th DCA 2008) ).
"The construction or interpretation of an easement is not evidentiary; it is a matter of law." Hillsborough County v. Kortum , 585 So. 2d 1029, 1031 (Fla. 2d DCA 1991) (citing Shadow W. Apartments, Ltd. v. Dep't of Transp. , 498 So. 2d 589, 590 (Fla. 2d DCA 1986) ). That is, "it is not dependent upon the resolution of an evidentiary contest." Shadow W. Apartments , 498 So. 2d at 590-91 (citing Kotick v. Durrant , 143 Fla. 386, 196 So. 802, 804 (1940) ). And "[c]ourts must ‘construe contracts in such a way as to give reasonable meaning to all provisions,’ rather than leaving part of the contract useless." Publix Super Mkts., Inc. v. Wilder Corp. of Del. , 876 So. 2d 652, 654 (Fla. 2d DCA 2004) (quoting Hardwick Props., Inc. v. Newbern , 711 So. 2d 35, 40 (Fla. 1st DCA 1998) ).
Where the interpretation or construction of a written instrument and the legal effect to be drawn from the instrument is at issue, the appellate court is not restricted in its ability to reassess the meaning and effect of the instrument, and the appellate court may reach a conclusion contrary to the conclusion of the trial court.
Smith v. Frontier Commc'ns Int'l, Inc. , 805 So. 2d 975, 977 (Fla. 2d DCA 2001) (citing Angell v. Don Jones Ins. Agency , 620 So. 2d 1012, 1014 (Fla. 2d DCA 1993) ).
"[A]n easement is a right to use another's land ‘for some particular purpose or purposes.’ " Buie v. Bluebird Landing Owner's Ass'n , 172 So. 3d 519, 522 (Fla. 1st DCA 2015) (quoting One Harbor Fin. Ltd. v. Hynes Props., LLC , 884 So. 2d 1039, 1044 (Fla. 5th DCA 2004) ). "[A]n appurtenant easement is a permanent easement running with the land and passes as an incident to it." Morris v. Winbar LLC , 273 So. 3d 176, 178-79 (Fla. 1st DCA 2019) ().
In this case, the purpose of the easement is clear: to provide reciprocal parking rights and pedestrian access. There is no ambiguity as to intent. Cf. Buie , 172 So. 3d at 522 . The language of paragraph 1 unequivocally establishes a perpetual easement in favor of the parties and their successors and assigns, and the language of paragraph 4 equally as unequivocally establishes that the easement is appurtenant and "binding on all persons subsequently acquiring all or part of the land." Despite the Realmark Defendants' argument that paragraph 4...
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