Whitley v. Royal Trails Property, 5D04-1344.

• Citation: 910 So.2d 381
• Decision Date: 16 September 2005
• Docket Number: No. 5D04-1344.,5D04-1344.
• Parties: Hoyte S. WHITLEY and Martha R. Whitley, Appellants, v. ROYAL TRAILS PROPERTY OWNERS' ASSOCIATION, INC., et al., Appellees.
• Court: Florida Supreme Court

910 So.2d 381

Hoyte S. WHITLEY and Martha R. Whitley, Appellants, v. ROYAL TRAILS PROPERTY OWNERS' ASSOCIATION, INC., et al., Appellees.

No. 5D04-1344.

District Court of Appeal of Florida, Fifth District.

September 16, 2005.

Howard L. Cauvel of Rano, Cauvel, & Ceely, P.A., DeLand, for Appellants.

Wayne Tosko, of Vasquez & Tosko, LLP, Orlando, for Appellees.

THOMPSON, J.

Hoyte S. Whitley and Martha R. Whitley challenge a final judgment in favor of Royal Trails Property Owners' Association, Inc. ("Association") that would permit either class of owner in the Association to act without the other's consent. We reverse.

The Whitleys own a lot in the Royal Trails subdivision in Lake County. The Association is a Florida corporation organized under Articles of Incorporation (the "Articles"), By-Laws, and a Declaration of Restrictions (the "Declaration") duly recorded in the public record. There are about 110 "living unit" owners and 752 lot owners in the subdivision.

The Whitleys alleged in their complaint for declaratory judgment that the Association acted improperly in allowing a vote of two-thirds of the "living unit" owners to amend certain provisions of the restrictive covenants, including those concerning the minimum size requirement for single family residences and interest rate charges for late payments of assessments. The critical disagreement concerns the Association's interpretation of the Declaration's Article VIII, Section 2, and whether it requires a two-thirds vote of all members of both classes or either class to amend or repeal the restrictive covenants. The Whitleys filed a motion for summary judgment on this question.

Judge Singletary denied summary judgment, ruling that two categories of membership existed under the Association's documents. He reasoned that, because the lots and living units are described disjunctively, the owners of living units may act in all regards to amend the restrictive covenants, Articles, and By-Laws without the participation or consent of the lot owners. Judge Briggs entered the final judgment based upon the law of the case set forth in Judge Singletary's earlier ruling, stating: "majorities of either class of owners in such percentages as required by the governing documents of the Homeowner's Association may without regard to members of the other class, act independently to amend corporate documents or otherwise conduct corporate business affairs, including the sale, transfer or other disposition of common property."

We review de novo the trial court's interpretation of a contract. See Fla. Power Corp. v. City of Casselberry, 793 So.2d 1174, 1178 (Fla. 5th DCA 2001). Interpretation of a contract is a question of law, and an appellate court may reach a construction contrary to that of the trial court. Inter-Active Servs., Inc. v. Heathrow Master Ass'n, Inc., 721 So.2d 433, 434 (Fla. 5th DCA 1998).

The parties' intention governs contract construction and interpretation; the best evidence of intent is the contract's plain language. Royal Oak Landing Homeowner's Ass'n, Inc. v. Pelletier, 620 So.2d 786, 788 (Fla. 4th DCA 1993). The court should reach a contract interpretation consistent with reason, probability, and the practical aspect of the transaction between the parties. Thompson v. C.H.B., Inc., 454 So.2d 55, 57 (Fla. 4th DCA 1984).

When two or more documents are executed by the same parties at or near the same time, in the course of the same transaction, and concern the same subject matter, they will be read and construed together. Courtesy Auto Group, Inc. v. Garcia, 778 So.2d 1000, 1002 (Fla. 5th DCA 2000). Where a writing expressly refers to and sufficiently describes another document, that other document, or so much of it as is referred to, is to be interpreted as part of the writing. Id. Thus, the meaning is gathered from a general view of the whole writing, with all of its parts being compared, used, and construed, each with reference to the others. Specialized Mach. Transp., Inc. v. Westphal, 872 So.2d 424, 426 (Fla. 5th DCA 2004) (citing Paddock v. Bay Concrete Indus., Inc., 154 So.2d 313 (Fla. 2d DCA 1963)).

The developer of the Royal Trails property desired to establish a deed-restricted community and thus created the Association. In so doing, the developer recorded the Declaration, Articles, and the By-Laws of the Association. The Declaration grants each owner of a lot or living unit membership status in the Association. Article III, Section 1 of the Declaration provides that members' voting rights shall be established and defined in the Articles and By-Laws of the Association. The Association contemporaneously created and recorded the Declaration, Articles, and By-Laws, and each document references the others. To interpret one provision, we must compare and construe that provision with reference to the substance of the whole set of agreements.

Article VIII of the Declaration contains the General Provisions; Section 2, entitled "Duration," provides:

Section 2. Duration. The covenants and restrictions of this Declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the Owner of any land subject to this Declaration, their respective legal representatives, heirs, successors and assigns, for a term of twenty-five (25) years from the date this Declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years, unless an instrument signed by the Owners of two-thirds of the lots or living units has been recorded, agreeing to change or repeal said covenants and restrictions in whole or in part. Provided, however, that no such agreement to change shall be effective unless made and recorded three (3) years in advance of the effective date of such change, and unless written notice of the proposed agreement is sent to every Owner at least ninety (90) days in advance of any action taken. (emphasis added)

This provision is the source of the dispute between the parties. This court should view this provision in the context of the duration of the restrictions and the length of time required to effect any changes. The language concerning the two-thirds vote sets an absolute requirement, but the use of the disjunctive term "or" should not produce a result contrary to the voting rights established in the Articles and By-Laws.

Article III of the Articles provides:

Section 1. Membership. The Developer and every person or entity who is a record owner of a fee interest in any Lot...