VISTA GOLF, LLC, APPELLANT,
v.
VISTA ROYALE PROPERTY OWNERS ASSOCIATION, INC., VISTA ROYALE ASSOCIATION, INC., VISTA VILLAS HOMEOWNERS ASSOCIATION, INC., VISTA GARDENS ASSOCIATION, INC., THE GRAND ROYALE ASSOCIATION, INC., AND ALL PERSONS, OWNERS, TENANTS OR OCCUPANTS GOVERNED OR REGULATED BY SAID ASSOCIATIONS, APPELLEES

Fla. 4th DCA | 2015-05-13
No. 4D13-3232
DAMOORGIAN, C.J., TAYLOR and KLINGENSMITH, JJ., concur.
164 So. 3d 140 Florida District Court of Appeal, Fourth District (2015)

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Synopsis

Vista Golf, LLC appealed a trial court judgment that invalidated certain protective covenants on its golf course property. The Fourth District Court of Appeal affirmed, holding that the Operation Covenant was properly construed as a restrictive covenant limiting the property to golf course use rather than an affirmative duty to operate a golf business, and that the Unity of Title Covenant was an unreasonable restraint on alienation.


Holding

The trial court properly invalidated the affirmative duty to operate a golf course business but correctly interpreted the Operation Covenant as a restrictive covenant prohibiting non-golf course uses. The Unity of Title Covenant was properly invalidated as an unreasonable restraint on alienation under the unique facts of the case.


Headnotes

[1] A restrictive covenant may be interpreted to prohibit property use other than as a golf course, even if an affirmative duty to operate the business is invalidated.

[2] A court may give a restrictive covenant the narrowest possible construction consistent with its purpose.

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Key Quotes

“the trial court did not invalidate the Operation Covenant in its entirety, but instead invalidated it only insofar as it imposed an affirmative duty on Vista Golf to operate a golf course business on the property”

Establishes that the trial court's action was a narrowed interpretation rather than a complete rewrite of the covenant

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Facts & Procedural History

In 1989, protective covenants were placed on golf course property to enhance and protect the value of nearby condominium communities. The covenants re…

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Opinion of the Court
PER CURIAM.

PER CURIAM.

Vista Golf, LLC appeals a final judgment entered after trial in its action for declaratory and injunctive relief to nullify or limit protective covenants applicable to a golf course. Vista Golf argues that the trial court properly invalidated two covenants (an Operation Covenant and a Unity of Title Covenant), but improperly rewrote the Operation Covenant and added a re*141striction that the property could be used only as a golf course. On cross-appeal, the appellees/cross-appellants, Vista Royale and Grand Royale, argue that the trial court incorrectly invalidated the Unity of Title Covenant. We affirm the final judgment in its entirety.

In 1989, the original developer sold the property to a third party. In connection with the 1989 sale, protective covenants were placed on the property “for the purpose of enhancing and protecting the value, desirability and attractiveness of the condominium communities.... ” Vista Golf later acquired title to the property subject to the covenants.

The covenants required the property to be operated as a golf course and required the entire golf course to be held, sold, or leased only as a single parcel:

1. Operation of Golf Course. The land ... shall be continuously operated as a twenty-seven (27) hole golf course similar to its operation as of the date hereof. This operation shall continue until such time as the condominium ownership of all lands constituting the condominium communities known as VISTA ROYALE and VISTA ROYALE GARDENS ... is terminated.
2. Unity of Title. The land shall, for the period of time set forth in Paragraph 1, hereof, be held, sold, conveyed, leased, mortgaged and otherwise dealt with only as a single parcel; and no portion thereof shall, during such period of time, be separately held, sold, conveyed, leased, mortgaged or otherwise dealt with.

In the main appeal, we find that the underlying premise of Vista Golfs argument is flawed. Here, the trial court did not invalidate the Operation Covenant in its entirety, but instead invalidated it only insofar as it imposed an affirmative duty on Vista Golf to operate a golf course business on the property. In other words, the trial court essentially interpreted the Operation Covenant as a restrictive covenant on the use of the property, rather than an affirmative covenant to operate a golf course business. The trial court did not “rewrite” the Operation Covenant, but instead gave it the narrowest possible construction consistent with its purpose.

Once the trial court concluded that Vista Golf could not be affirmatively compelled to operate a golf course business on the property,1 the only reasonable interpretation of the Operation Covenant was that it was a restrictive covenant that prohibited the property from being used or operated as anything other than a twenty-seven-hole golf course similar to its operation at the time the covenant was executed. Cf. BKD Twenty-One Mgmt. Co. v. Delsordo, 127 So.3d 527, 530 (Fla. 4th DCA 2012) (“[Wjhere one interpretation of a contract would be absurd and another would be consistent with reason and probability, the contract should be interpreted in the rational manner.”).

As for the cross-appeal, we affirm the trial court’s ultimate legal conclusion that the Unity of Title Covenant was an unreasonable restraint on alienation under the unique facts of this case. See Iglehart v. Phillips, 383 So.2d 610, 614 (Fla.1980) (“The validity or invalidity of a restraint depends upon its long-term effect on the improvement and marketability of the property. Once that effect is determined, common sense should dictate whether it is *142reasonable or unreasonable.”).2

Affirmed.

DAMOORGIAN, C.J., TAYLOR and KLINGENSMITH, JJ., concur.


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