Senior Law Clerk
OVERSEAS FUELS, LLC, Appellant, v. KEY LARGO PETRO, LLC, (4th DCA 2026)
Commercial real estate deals in Southwest Florida move fast. Leases get signed, options get purchased, and business relationships get complicated. A recent Fourth District Court of Appeal decision is a good reminder that when things go sideways between business partners, the language in the lease, not the history of the relationship, is going to decide who wins.
The case involved a commercial property and a lease that included a $40,000 purchase option, which the original tenant, a fuel company, paid for upfront. A minority owner of that company eventually had a falling out with his partners, went out and formed his own competing company, and then executed a brand-new lease on the same property with the same landlord. Same terms, same setup, but with one notable difference: the new lease had no assignments provision. When that new company later tried to purchase the property, it argued it was entitled to a credit for the $40,000 option payment made under the original lease. The landlord accepted the purchase offer but crossed out every reference to that credit. The dispute landed in court.
The trial court granted summary judgment in favor of the landlord, and the Fourth DCA affirmed. The core issue was straightforward: was the purchase option assigned from the original tenant to the new company? The answer was no, and the reason was right there in the contract. When you have a no-assignments clause, you cannot circumvent it by making equitable arguments that an assignment effectively occurred. Equity is a powerful tool in litigation, but courts have made clear, over and over again, that it cannot be used to rewrite unambiguous contract language. If the deal did not include a right to assign, the party claiming an assignment is going to lose that argument.
The new company also tried a waiver argument, essentially claiming the landlord had waived the no-assignment restriction through its conduct. That did not go anywhere either, because the lease also contained a no-waiver clause. Two contractual walls, two equitable arguments bounced off both of them. The lesson is not subtle: when you draft or review a commercial lease, every clause is doing work. A no-assignments provision paired with a no-waiver clause is not boilerplate to skim past, it is the difference between a recoverable dispute and a summary judgment against you.
There is a practical angle here worth flagging for business owners in Southwest Florida, especially those in commercial real estate, franchise arrangements, or any situation where a lease or option might need to move between entities. If you think there is any chance you will want to transfer a lease, an option, or any right under a contract to another entity, whether through a corporate restructuring, a partnership split, or a sale, that needs to be addressed in the contract itself before you sign. After the fact is too late. Courts are not going to bend contract language because the outcome feels unfair or because the parties had a close business relationship.
For litigators, this case is a clean illustration of why you always start with the contract. Before you build an equitable argument, read every provision, including the ones that seem routine. A no-waiver clause can kill an otherwise sympathetic waiver argument before it gets off the ground. And if summary judgment is on the table, the other side’s equitable theories are one of the first places to look for weakness. Contracts are where cases get won or lost long before anyone walks into a courtroom. Getting competent legal counsel involved when you are negotiating a commercial lease or purchase option is not just good practice, it is the kind of protection that pays for itself the moment a business relationship goes in a direction nobody anticipated.
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