Overseas Fuels, LLC v. Key Largo Petro, LLC
The Fourth District affirmed summary judgment for a commercial landlord against a tenant seeking specific performance of a lease purchase option. No written assignment of the predecessor entity's lease occurred, and section 689.01 plus the lease's own anti-assignment clause barred an assignment by operation of law. The court also held that equitable waiver cannot override an express anti-waiver provision, extending Rybovich to the tenant's course-of-dealing theory.
Key facts
- In 2019 Largo Fuels, LLC leased real property from Key Largo Petro under a lease containing a purchase option conditioned on a non-refundable $40,000 option fee, which Largo Fuels paid, and an express bar on assignment 'by operation of law or otherwise' without the landlord's prior written consent.
- After learning Largo Fuels had bad credit from its former president's debts to vendors, the Florida lottery, and the IRS, part-owner Deyanira Gutierrez formed Overseas Fuels and requested a new lease; Key Largo Petro and Overseas Fuels executed a substantially identical lease effective October 1, 2019 that required its own non-refundable $40,000 option fee.
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Holdings
- An assignment of a lease must be in a signed writing under section 689.01, Florida Statutes, and a lease provision barring assignment 'by operation of law or otherwise' without the…
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Why it matters
Overseas Fuels consolidates two enforcement-friendly principles for commercial landlords and transactional counsel: statutory writing requirements for lease assignments under section 689.01 are not satisfied by… — full analysis with a trial
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