Leases

Q: Under Florida law, is an oral lease enforceable?

A: Yes, as a tenancy at will. However, Florida’s Statute of Frauds law provides that a lease for longer than one year must be in writing to be enforceable. Nonetheless, an oral lease that is payable monthly is a month-to-month tenancy at will, and, thus, does not violate the Statute of Frauds if it continues in effect for more than a year.

Source: Fla. Stat. § 83.01 (2012), Mangum v. Susser, 764 So. 2d 653, 655 (Fla. 1st DCA 2000).

Q: What should be included in a written commercial lease?

A: First of all, a commercial lease should be written in plain and simple language, so all persons who are associated with the lease will understand the rights and obligations created by the lease. As to what should be included in a written commercial lease, it should include, at a minimum, the names of the parties, a specific description of the property, the term of the lease, a provision for rent payment, words of mutual agreement indicating the intent of both parties to create a lease contract, and the signatures of the parties. Further, a lease for more than one year should be signed in the presence of two subscribing witnesses. These witnesses do not need to be “disinterested,” meaning the witnesses may have some interest in the lease. For an extensive list of other subjects that should be considered when drafting a commercial lease see §8.02, Florida Commercial Landlord Tenant Law (Nicholas C. Glover, supplemented by Douglas MacGregor; LexisNexis Matthew Bender).

Source: Fla. Stat. § 689.01 (2012); Skyline Outdoor Communs., Inc. v. James, 903 So.2d 997 (Fla. 1st DCA 2005).

Q: How should a corporation “sign” a lease?

A: Section 692.01, Florida Statutes provides that a corporation may execute lease agreements by affixing the corporate seal and having it signed by its president or any vice president or chief executive officer. Thus, a commercial lease is void and unenforceable against the corporate tenant if it fails in this regard, except that it may be enforceable against a corporation if it was signed by a person with apparent authority. Further, commercial leases must comply with the two-witness requirement of Section 689.01, Florida Statutes.

Source: Fla. Stat. § 692.01 (2012); Radison Props., Inc. v. Flamingo Groves, Inc., 767 So. 2d 587 (Fla. 4th DCA 2000); Ocean Bank of Miami v. INV-UNI Inv. Corp., 599 So. 2d 694 (Fla. 3rd DCA 1992), rev. denied 606 So. 2d 1165 (Fla. 1992); Skylake Ins. Agency, Inc. v. NMB Plaza, LLC, 23 So. 3d 175 (Fla. 3d DCA 2009).

Q: What rules should be followed in construing or interpreting a lease?

A: The general rules of contract construction apply to the construction of a Florida commercial lease contract. A lease agreement must be construed to give effect to the parties’ intent. Every contract provision should be given meaning and effect and the deliberate distribution of benefits and burdens by the parties should not be disturbed by the court. The individual terms of a lease contract should be considered as a whole and in relation to one another, and not in isolation. When possible, provisions that apparently conflict should be construed so they do not conflict. However, when two clauses of a lease are adverse to each other and cannot stand together the first remains and the latter fails. A lease provision that specifically addresses a subject takes precedence over a general provision concerning that subject. The intention of the parties is to be obtained from the unambiguous terms of the contract, not from what may have existed in the minds of the parties but was not reflected in the written lease. Courts will not interpret contracts in a manner that extends or enlarges the obligations of a contracting party beyond the plain meaning of the language used in the contract itself.

Source: Stemmler v. Moon Jewelry Co., 139 So. 2d 150 (Fla. 1st DCA 1962); Jerry’s, Inc. v. Miami, 591 So. 2d 1000 (Fla. 3d DCA 1991); Meyer v. Caribbean Interiors, 435 So. 2d 936 (Fla. 3d DCA 1983); Petrou v. Wilder, 557 So. 2d 617, 618 (Fla. 4th DCA 1990); Freundlich v. Lassiter, 666 So. 2d 164 (Fla. 4th DCA 1995); Sisco v. Rotenberg, 104 So. 2d 365, 368 (Fla. 1958); Leesburg Cmty. Cancer Ctr. v. Leesburg Reg’l Med. Ctr., Inc., 972 So. 2d 203, 207 (Fla. 5th DCA 2007).