Ralston, Inc. v. Miller
357 So. 2d 1066 (1978)
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Rule of Law:
When a lease contains conflicting provisions, a specially written or typed provision that expresses the specific intent of the parties will control over a standard, pre-printed provision.
Facts:
- Elliot L. Miller, the lessor, leased a portion of the Opa Locka Hotel to Ralston, Inc. and its principals, William R. Ralston and Alfred J. Anton.
- The lease contained a specially written provision, Paragraph 23, requiring Miller to maintain the roof, exterior, and structure in good repair.
- The lease also contained standard pre-printed provisions, Paragraphs 2 and 13, stating Miller would not be liable for any damage caused by water leakage.
- The building was old, and in January 1975, the roof and a dome on the structure began to crack and sink, allowing rainwater to pour into the leased premises.
- For approximately six months, Miller failed to make any repairs to the deteriorating roof and dome.
- The water intrusion and structural decay became so severe that Dade County authorities declared the upstairs portion of the building unsafe.
- In July 1975, the City of Opa Locka declared the leased premises unsafe for human habitation and ordered Ralston, Inc. to vacate the property.
Procedural Posture:
- Elliot L. Miller filed an amended complaint against Ralston, Inc. in a Florida trial court, seeking unpaid rent and damages.
- Ralston, Inc. filed an amended compulsory counterclaim against Miller, alleging breach of the lease for failure to maintain the property, resulting in constructive and actual eviction.
- The trial court, finding no conflict in the lease provisions, entered a judgment on July 13, 1976, dismissing Ralston Inc.'s counterclaim.
- Following a subsequent trial on Miller's original complaint, the trial court entered a final judgment on March 29, 1977, in favor of Miller, awarding him back rent and other damages.
- Ralston, Inc., as appellant, appealed both the dismissal of its counterclaim and the final judgment to the District Court of Appeal of Florida, Third District. Elliot L. Miller is the appellee.
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Issue:
Does a specially written lease provision requiring a lessor to maintain the roof and structure control over conflicting, standard pre-printed provisions that absolve the lessor from liability for water damage?
Opinions:
Majority - Crawford, Grady L. (Ret.), Associate Judge
Yes, the specially written provision requiring the lessor to maintain the structure controls over the conflicting pre-printed exculpatory clauses. Where written or typed provisions in a contract conflict with printed provisions, the written or typed terms are given greater effect because they represent the immediate and specific language selected by the parties to express their meaning, whereas the printed form is for general use. The court found that Paragraph 23, requiring the lessor to maintain the roof, was in obvious contradiction with Paragraphs 2 and 13, which attempted to absolve the lessor of liability for water damage. The court also rejected the trial court's finding that the tenants' only remedy was to make repairs themselves, noting the lease used the permissive term 'may' repair, not the mandatory term 'shall.' The lessor's failure to maintain the premises, rendering them unfit for occupancy, constituted a constructive eviction, which was followed by an actual eviction by city authorities, terminating the tenants' obligation to pay rent.
Analysis:
This case reinforces the fundamental principle of contract interpretation that specific, negotiated terms prevail over general, boilerplate language. The decision clarifies that a tenant's permissive right to 'repair and deduct' is not an exclusive remedy and does not negate the landlord's primary duty to maintain the premises as specified in the lease. By affirming that a landlord's neglect leading to unsafe conditions constitutes a constructive eviction, the ruling protects tenants from being bound to a lease for an uninhabitable property. This precedent solidifies that landlords cannot use general liability waivers to escape specific duties they have explicitly agreed to undertake.
