Restrictive covenants are narrowly construed by Florida courts. To the real estate practitioner, this means that clear language is necessary if you want to prevent a landowner from using its property in some specific manner.
Case in point: language in a deed that stated the property “will not be used as a parking lot, storage yard facility or for a garage or tow truck company” did not preclude the owner from using the property to construct a parking garage. See Beach Towing Services, Inc. v. Sunset Land Associates, LLC, Case No. 3D18-1837, 44 Fla. L. Weekly D2195a (Fla. 3d DCA Aug. 28, 2019).
The Beach Towing court explained the litigants’ arguments as part of the Plaintiff’s lawsuit seeking declaratory relief that it should be allowed to build a parking garage: “Therefore, the dispute in this case turns on the meaning of the term ‘garage’ as used in the Covenant. Plaintiff contends that the term ‘garage’ as used in the Covenant, when properly read in context, is actually ‘garage company,’ and means a business where vehicles are mechanically repaired, rebuilt, or constructed for compensation. Defendants contend that the Covenant’s prohibition of a ‘garage’ on the Property means a parking garage.” Id.
In agreeing with the Plaintiff’s argument, the Beach Towing court discussed the rules of contract construction and concluded with the following: “In sum, the Court holds that the language of the Covenant is clear and unambiguous. And based on the plain language of the Covenant, the term ‘garage’ is properly read as ‘garage company’ and refers to a business activity, not a physical structure… As such the clear and unambiguous language of the Covenant does not prohibit Plaintiff from building or operating any kind of a parking garage on the Property, and the Court so holds.” Id.
Thus, although the restrictive covenant prohibited using the property as a “parking lot” or a “garage”, the covenant did not preclude a “parking garage”. Incidentally, the court did not discuss how a “parking garage” substantively differs from a “parking lot”, apparently because that question was not presented by the parties for consideration.
The motto of this story is that a restrictive covenant needs to be specific. Any ambiguities will be construed by Florida courts in favor of the free use of property.
Matthew J. Meyer, Esq.
Ansa Assuncao LLP