In short: It depends on the wording, and an ambiguous restriction on land use is usually read against the party trying to enforce it. In Sunset Island 3 & 4 Property Owners v. Palau Sunset Harbor Condominium Association, the island owners’ association claimed a 2013 settlement with the Palau’s developer required its review before a penthouse owner could add rooftop structures years later. The trial court read the agreement against the association, and the Third District affirmed on November 29, 2023, without a written opinion.
The Facts
The Palau condominium in Miami Beach sits at the only way in and out of Sunset Islands 3 and 4. When the building was approved, the islands’ property owners’ association challenged it, and in May 2013 the association and the developer signed a settlement agreement. It reaffirmed the plans approved by the city’s Design Review Board with handwritten changes, and the developer agreed to make no changes to the setbacks, stepbacks and landscaping. The next sentence said any changes to “these city approved plans” had to be presented to Sunset Islands for its review. The agreement was not recorded.
About six years later, the owners of the penthouse facing the islands obtained city approval to modify the Design Review Board order and add rooftop structures. According to the association, they included a structure housing a new staircase to the roof, a kitchen, a pergola and a barbecue. The association sued the condominium association and the unit owners. The trial court entered final summary judgment against it, finding the key provision ambiguous and construing it against the party seeking to enforce a restriction on the use of property.
The association appealed (No. 3D22-0158). The points below are what the lawyers argued, not findings by the court.
- The association argued the agreement was binding on successors, called itself a covenant running with the land, and that the penthouse owners had actual notice of it from emails in 2014.
- It argued the provision was not ambiguous: “no changes” covered the negotiated setbacks and landscaping, and “any changes” covered everything else in the approved plans. If it was ambiguous, it argued the ambiguity was latent and the case should go back for evidence of what the parties intended.
- The owners argued the agreement asked to be read narrowly, never mentioned the Design Review Board order, and was aimed at the building’s massing during construction, not every later renovation.
- They pointed out that the agreement sent disputes over the provision to the city planning director, which made more sense for the 2013 approval than for permanent control of the roof, and that the declaration of condominium carried forward only certain restrictions, not this one.
- The panel asked whether the city’s dispute-resolution clause showed the restriction was tied to the original approval, and whether the ambiguity was patent or latent.
The Decision
The Third District affirmed on November 29, 2023, in a per curiam decision with no written opinion. The mandate issued December 19, 2023.
Because there is no opinion, the affirmance does not say which reason the court accepted. It leaves the summary judgment for the condominium association and the penthouse owners in place. It is not a ruling that settlement agreements between neighbors can never bind later buyers.
The Law
A restrictive covenant limits how land can be used. Florida courts enforce clear covenants, but because the law favors the free use of property, a substantial ambiguity or doubt in a restriction is resolved against the party trying to enforce it. Courts usually call that a rule of last resort, applied after the ordinary tools of contract interpretation fail.
Florida law separates patent ambiguities, which appear on the face of the document, from latent ambiguities, which show up only when clear words are applied to the facts. A latent ambiguity can open the door to outside evidence of what the parties meant. Recording matters too. Under section 695.01, an unrecorded interest in land is not good against a later buyer for value without notice, so a party relying on an unrecorded agreement must prove the buyer actually knew about it.
Lessons
- If a settlement is meant to restrict land forever, say so plainly, define the plans it protects, and record it or put it in the declaration.
- Two sentences that seem to say different things invite a finding of ambiguity, and an ambiguous restriction is usually read in favor of free use of the property.
- A dispute-resolution clause that names a specific official can be read as evidence the parties were thinking about a specific moment in time.
- Buyers in a building with a history of neighbor disputes should ask for every settlement agreement before planning changes.
- A per curiam affirmance decides only this case.
Source: Sunset Island 3 & 4 Property Owners, Inc. v. Palau Sunset Harbor Condominium Ass’n, No. 3D22-0158 (Fla. 3d DCA Nov. 29, 2023) (per curiam affirmed); 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.
🏙️ A Rooftop Deck at the Island's Only Way In — Did the Settlement Agreement Forbid It?
Go Deeper
- Does a Site Plan Attached to an Easement Agreement Bind You? (Grove Harbour v. Grove Bay)
- Can a Later Amendment Extend Deed Restrictions on Land Already Sold? (Fiore v. Hilliker)
- No Unit Count in the Deed, No Forfeiture of Building Rights (19650 NE 18th Ave v. Presidential)
Frequently Asked Questions
Is a settlement agreement binding on people who buy the property later?
It can be if it is written as a covenant running with the land and the buyer had notice, either because it was recorded or because the buyer actually knew of it. In Sunset Island, the association pointed to emails showing notice, but the trial court ruled against it on how the agreement should be read, and the Third District affirmed.
How do Florida courts read an ambiguous deed restriction?
They first try the normal tools of interpretation. If real doubt remains, the restriction is construed against the party trying to enforce it and in favor of free use of the land.
What is the difference between a patent and a latent ambiguity?
A patent ambiguity is visible on the face of the document. A latent ambiguity appears only when clear language is applied to the facts, and it can allow outside evidence of intent. The association argued this case involved a latent ambiguity that required an evidentiary hearing.
Can my neighbors' association stop me from renovating my condo?
Only if a valid, enforceable restriction gives it that right. Check the declaration, recorded covenants and any agreements you knew about when you bought. In Sunset Island, the association’s claim to review rooftop changes did not succeed.
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.
