PIERRE'S CARIBBEAN CUISINE LLC, ET AL.

v.

LEASEFLORIDA LLC

Third District Court of Appeal State of Florida

Opinion filed March 12, 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D24-0512 Lower Tribunal No. 22-20176-CA-01 ________________

Pierre's Caribbean Cuisine LLC, et al., Appellants,

vs.

LeaseFlorida LLC, Appellee.

An Appeal from the Circuit Court for Miami-Dade County, David C. Miller, Judge.

Armstrong Teasdale LLP, and Marlon Weiss, for appellants.

Krinzman Huss Lubetsky Feldman & Hotte | Awerbach Cohn Perez, and Cary A. Lubetsky and Salvatore H. Fasulo, for appellee.

Before EMAS, SCALES and MILLER, JJ.

EMAS, J.

2

In 2022, Pierre’s Caribbean Cuisine, LLC (“Tenant”) and LeaseFlorida, LLC (“Landlord”) entered into a commercial lease agreement. At that same time, Ananias Pierre (Pierre), a principal of Tenant, executed a guaranty of the lease in his individual capacity. The Guaranty—which was not signed by Tenant—contained a jury trial waiver provision. Thereafter, disputes arose between Landlord and Tenant. Tenant filed suit for breach of contract. In its complaint, Tenant demanded a trial by jury. Landlord counterclaimed against Tenant for breach of contract. Landlord also filed a third-party claim against Pierre (Guarantor) for breach of the Guaranty. Neither Tenant nor Guarantor demanded a jury trial in their responses to the counterclaim/third-party claims. During the course of the proceedings, Landlord moved to strike Tenant’s jury trial demand in the complaint, asserting that the Guaranty contained a waiver of jury trial provision, and that Tenant—though a nonsignatory to the Guaranty—was nevertheless bound by the waiver because the Guaranty was signed by Pierre, who is a principal of Pierre’s Caribbean Cuisine, LLC. The trial court granted Landlord’s motion and struck Tenant’s demand for jury trial. The claim, counterclaim and third-party claim all proceeded to a nonjury trial, following which the trial court found in favor of Landlord on all

3 claims, including Tenant’s claim for breach of the lease, Landlord’s counterclaim against Tenant for breach of the lease, and Landlord’s thirdparty claim against Guarantor for breach of the Guaranty. The trial court entered final judgment in favor of Landlord, and this appeal followed. While Tenant and Guarantor raise several issues on appeal, we find one to be dispositive, requiring reversal of the final judgment: the trial court reversibly erred in concluding that Tenant was bound by the Guaranty’s jury trial waiver provision, resulting in the trial court striking Tenant’s timely-filed demand for jury trial.¹ The Guaranty (the only document containing a jury trial waiver) was signed only by Guarantor, in his individual capacity. It was not signed by Tenant, was not referenced anywhere in the lease agreement, and was not expressly incorporated into the lease agreement between Landlord and Tenant. Accordingly, the jury trial waiver provision in the Guaranty was unenforceable against non-signatory Tenant, and Tenant was entitled to a jury trial. We therefore vacate the final judgment in its entirety and remand for further proceedings.

4

Because this issue involves construction of a contract provision, our standard of review is de novo. See Dezer Intracoastal Mall, LLC v. Seahorse Grill, LLC, 277 So. 3d 187, 190 (Fla. 3d DCA 2019). Tenant contends the trial court erred in striking its demand for jury trial because the jury trial waiver clause was contained only in the Guaranty, and the Guaranty was not signed by Tenant, but only by Guarantor in his individual (and not in any representative) capacity. We agree. The right to a jury trial is an important constitutional right guaranteed by our state Constitution.² While a party may contractually waive its right to trial by jury in civil cases in Florida, see Palomares v. Ocean Bank of Miami,

Landlord contends this clause “integrates” the Guaranty and Lease Agreement such that Tenant was bound by the Guaranty’s jury trial waiver,

6 even though Tenant did not sign the Guaranty nor agree to be bound by the Guaranty. We reject Landlord’s contention. The Lease Agreement does not include a jury trial waiver provision. Moreover, it does not even reference the Guaranty, nor include language to incorporate the Guaranty (or its jury trial waiver) into the Lease Agreement. Finally, there is nothing in the Guaranty to indicate that Guarantor was acting as an agent on behalf of the corporate entity Tenant in executing the Guaranty. Guarantor signed the Guaranty only in his individual capacity. Compare Fi-Evergreen Woods, LLC v. Est. of Robinson, 172 So. 3d 493, 495 (Fla. 5th DCA 2015) (holding a non-signatory is bound to an agreement when that “signatory is authorized to act as the agent of the person sought to be bound.”). It also bears noting that accepting Landlord’s argument would seemingly convert the personal guaranty of Pierre into a “corporate guaranty” of Tenant (whose obligation on the debt was already established under the terms of the Lease Agreement), rendering the Guaranty itself meaningless. See Roy v. Davidson Equip., Inc., 423 So. 2d 496, 497 (Fla. 4th DCA 1982) (observing: “For a corporation to guarantee its own debt would add nothing to its existing obligation and would be meaningless.”); Cent. Nat. Bank of Miami v. Muskat Corp. of Am., Inc., 430 So. 2d 957, 958 (Fla. 3d DCA 1983) (same). Nevertheless, had Landlord

7 sought to bind Tenant to the jury trial waiver provision in the Guaranty, it could have done so by simply adding a signature line and block for Tenant Pierre’s Caribbean Cuisine, LLC, or by expressly including a jury trial waiver provision in the Lease Agreement itself. The Guaranty (and its jury trial waiver provision), while enforceable against the signatory (Guarantor Pierre) in his individual capacity, is not enforceable against the non-signatory Tenant (Pierre’s Caribbean Cuisine, LLC). And the mere fact that Guarantor was a principal of Tenant does not change this result. It is an unremarkable proposition that a signatory who signs in his individual capacity intends to bind himself individually, and not as an agent of a non-signatory entity. Betz v. Bank of Miami Beach, 95 So. 2d 891, 894 (Fla. 1957); see also Cent. Inv. Assoc., Inc. v. Leasing Serv. Corp., 362 So. 2d 702, 704 (Fla. 3d DCA 1978) (holding guarantors to lease were not bound by jury trial waiver in lease because they were not parties to the lease). To enforce this jury trial waiver provision against the nonsignatory Tenant would disregard the corporate form and negate one of the fundamental purposes for creation of a corporate entity. Finally, although we recognize that there are cases which apply the doctrine of equitable estoppel to jury trial waivers where one party has not signed the waiver agreement, those cases are inapplicable because they

8 involve situations where a non-signatory (to a contract containing a jury trial waiver) is seeking to enforce the waiver against a signatory on the signatory’s claims against the non-signatory. In other words, courts have held that the signatory is equitably estopped from denying its waiver when it asserts claims arising out of the contract (containing the waiver) against a non-signatory. See Bergeron, 398 So. 3d at 993; Powers v. Lazy Days RV Center, Inc., No. 8:05-CV-1542-T-17-EAJ, 2006 WL 1890188, at *2 (M.D. Fla. 2006) (noting “a non-signatory party may enforce a jury trial waiver against a signatory party under the doctrine of equitable estoppel.”).3 Here, the non-signatory Tenant has demanded a jury trial but the signatory Landlord seeks to enforce a waiver of that right, even though that waiver was

3 This concept is often found in cases involving arbitration clauses, which are themselves a waiver of the right to trial. See e.g., Armas v. Prudential Secs., Inc., 842 So. 2d 210, 212 (Fla. 3d DCA 2003) (“Equitable estoppel is warranted when the signatory to the contract containing the arbitration clause raises allegations of concerted conduct by both the non-signatory and one or more of the signatories to the contract.”); Allscripts Healthcare Solutions, Inc. v. Pain Clinic of NW Fla., 158 So. 3d 644 (Fla. 3d DCA 2014) (recognizing a non-signatory defendant can enforce an arbitration clause against a signatory plaintiff); Shetty v. Palm Beach Radiation Oncology Assoc. et al., 915 So. 2d 1233 (Fla. 4th DCA 2005) (“a non-signatory may also compel arbitration by involving the equitable estoppel doctrine.”); Koechli v. BIP Intern., Inc., 870 So. 2d 940, 943-44 (Fla. 1st DCA 2004) (“arbitration is a contractual right that is generally predicated on an express decision to waive the right to trial in a judicial forum, . . . [but] Florida and federal courts have recognized that a non-signatory can compel arbitration by a signatory to an arbitration agreement . . . under the doctrine of equitable estoppel. . . .”).

9 never agreed to by Tenant nor was the document containing that waiver signed by Tenant.4 Reversed and remanded.

4 Although the breach of Guaranty claim (i.e., the third-party claim by Landlord against Guarantor Pierre) could have proceeded by nonjury trial, the court conducted a single nonjury trial on the claim, counterclaim and third-party claim. Because the breach of the Guaranty (and any judgment thereon) was dependent on Landlord establishing a breach of the underlying Lease Agreement for which the Guaranty was executed, and because we are reversing the final judgment on the claims for breach of the Lease Agreement, we must reverse the final judgment on the breach of Guaranty claim as well.