Background
Key Largo Petro leased property to Largo Fuels in 2019. That lease included a purchase option requiring a non-refundable $40,000 option fee, which Largo Fuels paid. The lease barred assignment without the landlord’s prior written consent. After Largo Fuels encountered credit problems, Deyanira Gutierrez formed Overseas Fuels and requested a new lease.
Key Largo Petro and Overseas Fuels then executed a separate lease effective October 1, 2019, with substantially similar terms, including a purchase option requiring Overseas Fuels to pay its own non-refundable $40,000 option fee. In 2021, Overseas Fuels submitted a proposed purchase agreement that credited it with the fee Largo Fuels had paid. Key Largo Petro removed that credit, and the scheduled closing did not occur. Overseas Fuels sued for breach and specific performance after later efforts to exercise the option failed.
The Court’s Holding
The Fourth District affirmed final summary judgment for Key Largo Petro. The record did not create a genuine factual dispute that the Overseas Fuels lease was merely an assignment of Largo Fuels’ lease; instead, it showed that the parties created a new, separate lease with a different tenant. Nor was there a signed written assignment, as required by Florida law and by the original lease’s express prohibition on assignment without the landlord’s prior written consent.
The court also rejected Overseas Fuels’ equitable-waiver theory. Overseas Fuels identified no authority permitting equitable waiver to override the leases’ express anti-waiver provisions, and Florida decisions enforce such provisions against waiver claims based on conduct or oral statements. The court found Overseas Fuels’ remaining arguments, including its contention concerning Largo Fuels’ dissolution, meritless.
Key Takeaways
- A new lease with similar terms is not, without supporting evidence, an assignment of an earlier lease.
- An assignment of a lease must satisfy applicable writing requirements and contractual consent provisions.
- An express anti-waiver clause forecloses an implied equitable-waiver theory absent the contractually required written waiver.
Why It Matters
The decision underscores that a successor business cannot claim the benefit of a predecessor tenant’s purchase-option payment merely because the businesses are connected or the later lease resembles the earlier one. Parties seeking to transfer lease rights or option consideration should document the assignment and obtain any contractually required landlord consent in writing.