In short: Yes, if the lease says so. When a lease makes the lease and all rights under it subordinate to future mortgages, that includes a purchase option written into the lease, and a tenant who later exercises the option takes the property subject to the mortgage. In Broadmoor Ventures, LLC v. Super Heat and Air, LLC, a Tampa commercial tenant exercised its option after the landlord’s trust sold the property and the buyer mortgaged it. On February 20, 2026, the Second District reversed a judgment that let the tenant take free of the mortgage, and also reversed rulings on the lease renewals and on a disputed lot.
The Facts
Super Heat and Air, LLC leased commercial property in Tampa’s Midtown area from a trust. The lease gave Super Heat an option to buy the property, but the option could not be exercised during the lifetime of Jordis H. Dahl. The lease also had a subordination clause: the lease was subordinate to all current and future mortgages and liens placed on the property by the landlord or its successors.
In early April 2021 the trust sold the property to Cypress Midway, LLC, and the property was mortgaged to Manchester Commercial Lending, LLC. Ms. Dahl died later that month, and Super Heat exercised its option on May 7, 2021. Cypress Midway had also leased part of the land to Fortaleza Storage, LLC, starting in September 2021.
After a four-day bench trial in Hillsborough County, the trial court ruled largely for Super Heat. It found Super Heat validly exercised the option and would take the property free of the Manchester mortgage, calling subordination of the option “wholly inequitable.” It also found the lease allowed two renewal terms, which made the Fortaleza lease invalid. After judgment, it ruled that a strip of trees called Lot 182 was not part of what Super Heat could buy. The owner group appealed (No. 2D2023-1866) and Super Heat cross-appealed. The points below are what the lawyers argued on August 12, 2025, not findings by the court.
- Joseph T. Eagleton, for Cypress Midway and the related companies, argued that the purchase option is one provision of the lease, so a clause subordinating “all rights, privileges and benefits” of the lease to future mortgages, including mortgages by the landlord’s successors and purchasers, covers the option too.
- He also argued the renewal clause allowed only one renewal, relying on the rule that a lease must clearly say so before a court will find repeated renewal rights.
- Marie Attaway Borland, for Super Heat, argued that a purchase option is a legally distinct right from leasehold rights, that the option was an earlier encumbrance the lender knew about, and that no money was actually lent by Manchester, so there was no real mortgage to take priority.
- On the cross-appeal, Super Heat argued Lot 182 had always been part of Parcel B, which the final judgment said Super Heat could buy. The owners argued the option named only one street address and that the trial court found the Lot 182 argument waived.
The Decision
The Second District reversed and remanded in a written opinion issued February 20, 2026. On the main issue, it held the subordination clause unambiguous. The clause covers the whole lease, including the purchase option, and has no carve-out. General Florida lien-priority law cannot override that specific language, and a court may not rewrite an unambiguous contract because the result later looks inequitable. The court noted the trial court did not find the mortgage fraudulent or invalid. The validity of Super Heat’s option exercise was not challenged; the error was ruling that Super Heat would take the property free of the Manchester mortgage.
On renewals, the court held the renewal clause ambiguous: it mentions “additional three year periods” but uses a singular extension term and one rent increase. Because Florida law disfavors perpetual leases, such clauses are generally read to allow one renewal, and the trial court erred by using outside evidence to find more. That meant the Fortaleza lease was not invalid on that ground.
On the cross-appeal, Super Heat won. The unchallenged final judgment placed Lot 182 within Parcel B, the owners conceded at argument that Lot 182 is on Parcel B, and a street address changed on the property appraiser’s website after trial did not change that. One judge concurred in result only on the renewal issue. The docket shows Super Heat moved for rehearing, the court ruled on that motion May 4, 2026, and the mandate issued May 20, 2026.
The Law
No statute decided this case. It turned on contract interpretation, which appellate courts review from scratch. When a lease’s words are clear, courts enforce them as written, even if one side later finds the result harsh.
Without a contract term on the point, Florida’s general priority rules often favor an earlier, known interest such as a recorded or known purchase option over a later mortgage. That is what the trial court applied. The Second District held that a specific subordination clause overrides those default rules. A tenant who wants its option to survive future financing has to negotiate a carve-out.
On renewals, the court followed the long line of Florida cases, including Chessmasters, Inc. v. Chamoun, 948 So. 2d 985 (Fla. 4th DCA 2007), holding that a renewal clause that does not clearly grant repeated renewals is construed to give one renewal.
Lessons
- Tenants: read the subordination clause before relying on a purchase option or right of first refusal in a lease. If the clause says the lease and all rights under it are subordinate, the option probably is too.
- Ask for a carve-out stating that the option is not subordinate to future mortgages, or for a recorded memorandum and a non-disturbance agreement that protects the option.
- Buyers of leased property: a broad subordination clause in an existing lease can protect your lender even against a tenant option that has not yet been exercised.
- If you want multiple renewal terms, say how many in plain words. Florida courts read unclear renewal language as one renewal.
- Settle the legal description of what an option covers. This case needed a post-judgment hearing and a cross-appeal over one strip of trees.
Source: Broadmoor Ventures, LLC, Cypress Midway, LLC, et al. v. Super Heat and Air, LLC, No. 2D2023-1866 (Fla. 2d DCA Feb. 20, 2026) (opinion); ACIS docket.
Watch the Oral Argument
This is the recording of the actual oral argument, posted on the channel in three uploads of the same argument. What lawyers and judges say at argument is not the ruling; the decision is summarized above.
🔍 Lease Subordination Clause vs. Tenant Purchase Option — Who Wins After Sale? | 23-1866 | FL DCA
🎯 Tenant's Purchase Option Wiped Out by Subordination Clause? | Cypress Midway v. Superheat
🏢 New Buyer Says Tenant's Purchase Option Is Subordinate to the Mortgage | 23-1866
Go Deeper
- Lease Purchase Option Enforced: Order to Sell Affirmed (Tender Loving Care v. Jesher's)
- How Long Do You Have to Enforce a Right of First Refusal in Florida? (CK Arthur Godfrey)
- Commercial Lease Fights in Florida: Lockouts, Holdovers and One Word in the Lease
Frequently Asked Questions
Does a lease subordination clause apply to a tenant's option to buy?
It can. In Broadmoor Ventures v. Super Heat and Air, the Second District held that a clause subordinating the lease to future mortgages covered the purchase option because the option is part of the lease and the clause had no carve-out. The tenant could still buy, but subject to the mortgage.
Can a landlord sell the property before a tenant's purchase option can be exercised?
Generally yes, unless the lease forbids it, and the buyer takes subject to the tenant’s rights as the lease defines them. In this case the trust sold weeks before the option became exercisable, and the tenant then exercised it against the new owner.
How many times can I renew my commercial lease if it says 'additional periods'?
If the clause is unclear, Florida courts usually read it as allowing one renewal, because the law disfavors perpetual leases. The Second District applied that rule here and rejected a finding of two renewals based on outside evidence.
Can a judge refuse to enforce a lease term because it seems unfair?
Not when the term is unambiguous. The trial court called subordination of the option “wholly inequitable,” but the Second District held a court cannot rewrite clear contract language to reach a fairer result.
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.
