In short: Yes, when the lease clearly makes renewal subject to the landlord’s approval in its sole discretion. In Sunshine Gasoline Distributors, Inc. v. Biscayne Enterprises, Inc., a gas station tenant claimed an absolute right to extend its lease and argued the eviction could not be decided while its good-faith claims were pending. The Third District affirmed the eviction judgment in 2014, holding the lease was clear and the landlord could withhold approval for any reason.
The Facts
Biscayne Enterprises, Inc. leased its Miami-Dade gas station property to BP Products of North America for an initial five-year term with seven five-year extension options “subject to the written approval of Lessor.” The lease also set a notice procedure for renewal, including a reminder from the landlord if the tenant forgot to give notice.
Soon after, the parties signed a First Modification. It said any extension requires the landlord’s written approval, “within the sole discretion of Lessor,” that the notice procedure was meant to provide an efficient way to extend “if desired by both Lessor and Lessee,” and that the modification controls over the lease if they conflict.
BP later assigned the lease to Sunshine Gasoline Distributors, Inc. Sunshine asked to extend and Biscayne said no. Sunshine sued for a declaration that it had an absolute right to renew, Biscayne sued to evict, and the trial court granted Biscayne summary judgment on the eviction. The points below are what the lawyers argued on appeal (No. 3D13-2690).
- Sunshine argued the eviction could not be decided while its affirmative defense and separate claim for breach of the implied covenant of good faith and fair dealing were still pending, because they were intertwined with possession.
- It argued “sole discretion” is not “sole and absolute discretion,” so the landlord still had to exercise its discretion in good faith, and that the lease terms conflicted.
- Biscayne argued the lease and modification were clear, that the implied covenant cannot be used to override express terms, and that the only claim left pending was a separate claim about a promise not to open competing stations within two miles.
The Decision
The Third District affirmed on March 26, 2014. On a motion for clarification, it withdrew that opinion and issued a substituted opinion on June 11, 2014, again affirming.
The court held the lease and First Modification were clear and unambiguous. Sunshine’s renewal option depended on Biscayne’s written approval, which Biscayne could withhold for any reason, and any doubt was resolved by the modification. Because the choice whether to renew was binary and left to the landlord, the implied covenant of good faith and fair dealing did not override it. The court held the trial court properly entered judgment for Biscayne on the eviction and properly disbursed the rent payments to Biscayne, and it noted that its ruling did not affect Sunshine’s separate claims about the alleged non-compete covenant.
The docket shows Sunshine sought review in the Florida Supreme Court, and the Third District withheld its mandate pending that review. The mandate issued on December 4, 2014. We did not locate a Florida Supreme Court opinion in the case.
The Law
Florida courts read a lease like any contract. When the language is clear, the court applies it as written and looks only within the four corners of the document. A later written modification that says it controls over the lease will govern any conflict.
Every contract carries an implied covenant of good faith and fair dealing, but it cannot be used to vary express terms. It matters most when a contract gives one party discretion over how to perform an obligation it must perform. It does not require a landlord to approve a renewal the lease leaves to its sole discretion.
A landlord removes a nonresidential tenant through the court process in section 83.21, which uses the summary procedure of section 51.011. Under section 83.232, a commercial tenant who wants to stay while it litigates must pay the rent into the court registry, and the court decides who gets that money.
Current law (2026): Florida’s summary judgment rule, rule 1.510, was amended effective May 1, 2021 to adopt the federal standard.
Lessons
- Tenants: an “option to renew” may not be an option at all. Read every amendment; here a short modification turned automatic-looking renewals into landlord approvals.
- If renewal matters to your business, negotiate for a right to extend that does not depend on landlord consent, or for a standard such as consent not unreasonably withheld.
- Good faith and fair dealing will not rewrite clear lease terms.
- A tenant can lose possession on summary judgment while separate damages claims, such as a non-compete claim, go forward later.
Source: Sunshine Gasoline Distributors, Inc. v. Biscayne Enterprises, Inc., Nos. 3D13-2326 & 3D13-2690 (Fla. 3d DCA; opinion Mar. 26, 2014, substituted on clarification June 11, 2014); ACIS docket.
Watch the Oral Argument
This is the recording of the actual oral argument, posted on the channel. What lawyers and judges say at argument is not the ruling; the decision is summarized above.
👨⚖️ Evicted on Summary Judgment While the Intertwined Claims Were Still Pending
Read the Law on FloridaRules.net
The statutes and court rules discussed in this article, free to read on FloridaRules.net:
Go Deeper
- Commercial Lease Fights in Florida: Lockouts, Holdovers and One Word in the Lease
- Lease Purchase Option Enforced: Order to Sell Affirmed (Tender Loving Care v. Jesher's)
- "It Was Never Really a Lease": Estoppel Loses to the Written Terms (Bay Point Schools)
Frequently Asked Questions
Can my landlord refuse to renew my commercial lease if I have renewal options?
Yes, if the options are subject to the landlord’s approval in its sole discretion. In Sunshine Gasoline v. Biscayne Enterprises, seven five-year options required the landlord’s written approval, and the Third District held the landlord could refuse for any reason.
Does the duty of good faith require a landlord to renew a lease?
Not when the lease clearly leaves renewal to the landlord’s discretion. The implied covenant of good faith and fair dealing cannot override express contract terms, and the Third District held it did not apply to the landlord’s yes-or-no renewal decision here.
Can a commercial tenant be evicted while its other claims against the landlord are pending?
It can happen. In this case the eviction was decided on summary judgment and affirmed, while the tenant’s separate claim about a non-compete promise stayed pending in the trial court.
Do I have to pay rent into the court registry to fight a commercial eviction in Florida?
Generally yes. Under section 83.232, a nonresidential tenant must pay the rent into the court registry as it comes due during the case, and failing to do so can lead to an immediate judgment for possession.
Talk to a Florida real estate litigation lawyer
Weidner Law, P.A. handles Florida real estate disputes, title problems and appeals from St. Petersburg. If you need a real estate litigation lawyer, call (727) 954-8752 or email weidner@mattweidnerlaw.com.
Read the law yourself, free: every Florida statute and court rule is on floridarules.net.
This article is general information about Florida law, not legal advice about your situation. Reading it, watching the videos, or contacting the firm does not create an attorney-client relationship. Every case turns on its own facts, and past results do not guarantee a similar outcome. The hiring of a lawyer is an important decision that should not be based solely upon advertisements.
