Robert Barnett, et al. v. Destiny Owners Association, Inc.

Appellants, homeowners in a planned unit development located in Destin,
Florida, appeal a final declaratory judgment rendered in favor of appellee, Destiny Owners Association, Inc. (Association) in their action seeking to invalidate an
amendment to the Association's bylaws which prohibits Destiny homeowners from
leasing their houses for a term less than six months. In upholding the amendment, the
trial court determined that section 8.1(b) of the Association's Declaration of
Easements, Covenants and Restrictions unambiguously permitted the Association to
amend the bylaws to restrict appellants from engaging in short-term rentals of their
property. Among other things, appellants argue that the provision in section 8.1(b)
relating to leasing was ambiguous and the trial court erred in ruling that the provision
was unambiguous and in excluding parol evidence as to its meaning. We agree and reverse.

Article 8 of the Declaration, governing "Use of Property," contains provisions
both protecting and restricting the homeowner's use of their property, including
section 8.1(b), which provides that:

Residential Use: Each Parcel shall be used, improved and
devoted exclusively to single family residential use, and for
no commercial purpose. No time-share ownership of
Parcels is permitted without Declarant's approval. Nothing
herein shall be deemed to prevent the Owner from leasing a
House, subject to all of the provisions of the Declaration,
Articles and Bylaws.

The Association argued below, and the trial court agreed, that the last clause in
this provision "subject to all of the provisions of the Declaration, Articles and By-laws" allows the Association to amend the bylaws restricting lease terms to a sixmonth
minimum. By a vote of five to two, the Board of Directors of the Association
amended the bylaws to provide:

Leasing of Property. The lease or rental of any dwelling or
structure within the Property for a period of less than six (6)
consecutive months is prohibited. All leases of dwellings or
structures within the Property shall be in writing and a copy of
such lease shall be provided to the Secretary of the Association or
the managing agent of the Association.

However, section 10.10 of the Declaration sets forth the procedure for
amending the provisions of the Declaration. Specifically, it provides, in pertinent part:

Section 10.10 Amendment. This Declaration may be
amended at any time by an instrument signed by the
President or Vice President and Secretary or Assistant
Secretary of the [Association] certifying that such an
amendment has been adopted by Owners holding seventyfive
percent (75%) of the total voting power in the
[Association] with respect to the Property, either in person
or by proxy at a duly called meeting, or by written consent
without meeting in a manner permitted by law . . .

In construing section 8.1(b) we are required to look at the Declaration as a
whole, and not interpret covenants in isolation. Robins v. Walter, 670 So. 2d 971, 974
(Fla. 1st DCA 1995). Reading the last sentence of section 8.1(b), we agree with
appellants that it does not unambiguously create a second method to amend the Declaration. As they argue, the last sentence of section 8.1(b) has at least two
meanings. The phrase in question could mean that leasing of a house subjects leasor
and leasee all the provisions in the Declaration, Articles and Bylaws as is appellants'
contention, or it could mean that the right to lease a house is subject to restriction by
the Declaration, Articles and Bylaws as is the Association's contention.

Language in a document is ambiguous when it is uncertain in meaning and may
be fairly understood in more ways than one and is susceptible of interpretation in
opposite ways. Friedman v. Virginia Metal Products Corp., 56 So. 2d 515, 517 (Fla.
1952). If the contract is ambiguous, the trial court should construe the contract and
consider parol evidence to determine the parties' intent. Berry v. Teves, 752 So. 2d
112 (Fla. 2d DCA 2000). As stated in Barrett v. Leiher, 355 So. 2d 222, 225 (Fla. 2d
DCA 1978):

Florida adheres to the general rule that a reasonable,
unambiguous restriction will be enforced according to the
intent of the parties as expressed by the clear and ordinary
meaning of its terms. If it is necessary to construe a
somewhat ambiguous term, then intent of the parties as to
the evil sought to be avoided expressed by the covenants as
a whole will be determinative.

It is the intent of the original parties which is controlling. Moore v. Stevens, 90
Fla. 879, 106 So. 901, 903-04 (Fla. 1925). Because section 8.1(b) is ambiguous, parol
evidence was material and the trial court erred in prohibiting appellants from introducing the testimony of Jay Odom, the developer of Destiny.

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