SUMMITBRIDGE CREDIT INVESTMENTS III, LLC, a Delaware limited liability company, Appellant,
CARLYLE BEACH, LLC, a Florida limited liability company, TERESA CARDENAS, an individual, and METROPOLITAN TRUCKING, INC., a Florida corporation, Appellees.
final until disposition of timely filed motion for rehearing.
and cross-appeal from the Circuit Court for the Seventeenth
Judicial Circuit, Broward County; Mily Rodriguez-Powell,
Judge; L.T. Case No. 13-001490CACE(03).
Jennifer Olmedo-Rodriguez, Mark S. Auerbacher, S. Carey
Villeneuve and Blake J. Delaney of Buchanan Ingersoll &
Rooney PC, Miami and Tampa, for appellant.
R. Rodriguez and Matthew D. Gutierrez of Foley & Lardner
LLP, Miami, and Scott Alan Orth of Law Offices of Scott Alan
Orth, P.A., Hollywood, for appellees.
appeal concerns a commercial foreclosure action which was
initiated by Appellant, Summitbridge Credit Investments III,
LLC ("Lender"), against Appellee, Carlyle Beach,
LLC ("Borrower"), for failure to comply with
financial covenants and timely pay property
taxes. Following a bench trial, the
court entered final judgment in favor of Lender based on its
findings that Borrower failed to remit certain required
financial disclosures and did not timely pay the property
taxes. Because the breaches were merely technical, however,
the court denied Lender any relief on the grounds that
foreclosure would be a harsh and inequitable remedy.
appeal, Lender challenges the court's findings and argues
that: (1) the failure to remit financial disclosures was a
material breach justifying foreclosure; (2) Borrower's
belated payment of the property taxes did not preclude
foreclosure in this case; (3) the court erred in denying it
essential discovery; and (4) the court misapplied equitable
concepts in denying it relief on its non-equitable claims.
Borrower cross-appeals and argues that: (1) Lender had no
standing to initiate the foreclosure action; and (2) the
court erred in finding that Borrower committed a technical
breach as compliance with the financial covenants was not
required at the time of the alleged breach. We affirm the
trial court's rulings challenged in Lender's issues
2, 3, and 4, and Borrower's cross-appeal issue 1, without
further comment. For reasons discussed below, however, we
agree with Borrower on its cross-appeal issue 2 and reverse
and remand for entry of final judgment in its favor.
of background, Lender purchased Borrower's commercial
loan from the original lender in 2012. Prior to the purchase,
there were a series of loan modifications between the
original lender and Borrower. Relevant to this appeal is the
final loan modification evidenced by a Loan Agreement dated
May 27, 2008 ("Loan Agreement"). Section 7 of the
Loan Agreement provided, inter alia, that Borrower was
required to comply with a number of covenants "so long
as credit is available under this Agreement and until the
Bank is repaid in full." Included amongst those
different covenants was the requirement that Borrower provide
periodic financial statements and related financial documents
for both guarantors.
after purchasing the loan, Lender requested the financial
reporting documentation as provided for in Section 7 of the
Loan Agreement. Borrower did not comply, prompting Lender to
file a foreclosure and breach of contract action against
Borrower. At trial, Lender's position was that Borrower
was required to comply with the financial covenants listed in
Section 7 of the Loan Agreement up and until the time the
loan was paid in full, and that failure to comply with the
financial covenants constituted a material breach justifying
position, on the other hand, was that it could not be in
breach for failure to remit certain financial documents under
Section 7 of the Loan Agreement because the requirements in
that section only applied "so long as credit is
available." In support of its argument, Borrower
presented the testimony of guarantor Metropolitan
Trucking's owner and corporate representative which
established the following. According to the representative,
the entire purpose of the future advance mortgage was for
Borrower to be able to draw additional funds in the future
based on the needs of the company. The original lender
accordingly provided Borrower with a commitment letter in
2008 which included a credit-line feature. It was
Borrower's understanding that after receiving the funds
from the Loan Agreement, it also had the right to draw money
on the credit-line. In May 2009, however, the original lender
informed Borrower that the credit-line was no longer
available. At no point after 2009 did the original lender
ever request any financial documents from Borrower.
to reconcile the language in the Loan Agreement providing
that Borrower was only required to comply with financial
reporting "so long as credit is available, " Lender
maintained that "credit" essentially meant
"loan." Notably, per the testimony of its own
witnesses, at the time Lender requested the financial
documents, no credit was available to Borrower under the Loan
Agreement. In fact, as of 2009, no loan advances were
available to Borrower under the Loan Agreement.
the bench trial, the court made the following relevant
findings in connection with the issue before us. With regard
to the applicability of Section 7 of the Loan Agreement, the
court found that the clear and unambiguous language of that
section, particularly the sentence providing that
"Borrower agrees, so long as credit is available under
this Agreement and until the Bank is repaid in full, "
required the disclosure of financial information up and until
the bank was repaid in full. In other words, the court
implicitly found that the "so long as credit is
available under this Agreement" and "until the Bank
is repaid in full" conditions were one and the same.
Therefore, because Borrower conceded at trial that it never
provided Lender with the financial disclosures required under
Section 7, the court found that Borrower defaulted on the
Loan Agreement. However, the court also found "that a
default on the Mortgage by [Borrower] was merely technical
and not as a result of the [Borrower] deliberately failing to
pay the monthly principal, " and that "[Lender]
failed to prove that [Borrower's] failure to comply with
the terms of the Loan Agreement placed the security in
jeopardy." Based on the above findings, the trial court
entered final judgment in favor of Lender but denied it any
interpretation or construction of a contract that is clear
and unambiguous is a matter of law that is reviewed de
novo.' Whether an ambiguity exists in a contract
also is a question of law." Smith v. Shelton,
970 So.2d 450, 451 (Fla. 4th DCA 2007) (quoting Lipton v.
First Union Nat'l Bank, 944 So.2d 1256, 1258 (Fla.
4th DCA 2007)). It is well settled that "[i]n the
absence of an ambiguity on the face of a contract, . . . the
actual language used in the contract is the best evidence of
the intent of the parties, and the plain meaning of that
language controls." Acceleration Nat'l Serv.
Corp. v. Brickell Fin. Servs. Motor Club, Inc., 541
So.2d 738, 739 (Fla. 3d DCA 1989); see also Boat Town
U.S.A., Inc. v. Mercury Marine Div. of Brunswick Corp.,
364 So.2d 15, 17 (Fla. 4th DCA 1978) ("It is the law in
Florida that the language used in a contract is the best
evidence of the intent and meaning of the parties.").
"[i]n construing a contract, the legal effect of its
provisions should be determined from the words of the entire
contract, " and that construction must give "effect
to all of the provisions of the contract." Sugar
Cane Growers Coop. of Fla., Inc. v. Pinnock, 735 So.2d
530, 535 (Fla. 4th DCA 1999) (holding that the trial court
erred in construing a contract because the court's
construction ignored and left out several words and phrases).
This includes giving effect to conjunctions used in phrases.
See McDonald v. Browne-McDonald, 125 So.3d 833, 835
(Fla. 4th DCA 2013) (holding that when the word
"and" is placed between two conditions in a
contract, it "shows that the two conditions are linked,
and both must occur"); Buie v. Bluebird Landing
Owner's Ass'n, 172 So.3d 519, 521 (Fla. 1st DCA
2015) (disagreeing with the trial ...