OPHIR STERNBERG v. RP & NP CORP.
Docket: 21-2045
Court: District Court of Appeal of Florida; July 27, 2022; Florida; State Appellate Court
Original Court Document: View Document
Ophir Sternberg appeals a final summary judgment from the Third District Court of Appeal of Florida, which favored RP. NP Corporation in a declaratory action concerning a residential lease contract. The lease included a purchase option and a right of first refusal for Sternberg. He contends that the lease terms and the parties' conduct created a factual dispute that should have precluded summary judgment. However, the court determined that the lease explicitly defined the timeframes for these rights, which had expired before Sternberg attempted to exercise his right of first refusal. The original lease was for 13 months, with an option to extend for an additional six months, and two amendments were made to extend the lease without altering the purchase and refusal terms. Despite Sternberg's attempts to invoke his right after being informed of the property's sale for $5,500,000.00, the trial court held that the right had lapsed, leading to the affirmation of the summary judgment. The court conducts a de novo review of a trial court's order granting summary judgment. A clear and unambiguous contract's meaning must adhere strictly to its explicit terms, without extending beyond the language used. In this case, the lease agreement is deemed clear and unambiguous, granting Sternberg the option to purchase the property for $6,850,000 during the Lease Term and a right of first refusal only during the defined Option Term. The Option Term, as specified in the lease, is a six-month period following the Initial Lease Term that activates only if Sternberg exercised his right to extend the lease. Instead of extending, Sternberg entered into a new agreement that maintained the definitions from the Initial Lease while establishing a 'Renewal Period.' Consequently, since Sternberg did not trigger the Option Period, he forfeited the right of first refusal, rendering any attempts to exercise that right legally ineffective. The court affirmed this decision.