By Jeffrey Rembaum / Published September 2019
Editor’s Note: This article was published with permission as it appeared in Rembaum’s Association Roundup.
The termination and transitioning from one laundry vending company to another can be a dirty job. Rarely do companies fight as hard as laundry vending machine companies. While community associations should always ensure that their laundry lease with a laundry vending company includes clear termination provisions and specific obligations of the parties upon termination, the scenario as occurred in the case of CSC ServiceWorks, Inc. v. Boca Bayou Condominium Association, Inc. and Commercial Laundries, Inc., decided by Florida’s Fourth District Court of Appeal in its March 7, 2018, published opinion, could happen to any association. The lessons learned from this case are equally relevant to many other contract situations, too.
In this case, Boca Bayou Condominium Association Inc. (“Association”) had a laundry lease with the laundry vending company CSC ServiceWorks Inc. (“CSC”). Pursuant to the laundry lease, CSC was to install commercial washers and dryers in the association’s 26 laundry rooms and maintain them for an initial term of seven years. The laundry lease also contained a seriously problematic “right of first refusal” provision that gave CSC the option to again lease the association’s laundry rooms before the association is allowed to enter into a lease with a different laundry vending company.
Upon the expiration of the initial seven-year term, the association and CSC extended the laundry lease for an additional seven years. After the expiration of the extended seven-year term, CSC continued to lease the association’s laundry rooms and have its washers and dryers in the association’s laundry rooms on a month-to-month basis for almost two years. Around that time, the association began receiving complaints from the residents.
Spurred by the resident’s complaints, the association sought lease offers from several laundry vending companies, including CSC and Commercial Laundries Inc. The association decided to go with Commercial Laundries. As such, the association then sent CSC a letter terminating its laundry lease and inquiring as to when CSC would come to disconnect and remove its washers and dryers from the association’s laundry rooms.
Just over a week prior to Commercial Laundries’ scheduled delivery and installation of its washers and dryers, CSC informed the association and Commercial Laundries that it was exercising its right of first refusal. However, CSC’s right of first refusal was denied by the association.
After several attempts by both the association and Commercial Laundries to have CSC remove its washers and dryers, CSC failed to remove its washers and dryers in time for Commercial Laundries to install its washers and dryers. As a result, when Commercial Laundries arrived at the association’s condominium with its washers and dryers in tow, Commercial Laundries disconnected CSC’s washers and dryers from the water and electric hook-ups and moved them to the side of the laundry rooms for CSC’s removal. None of CSC’s washers and dryers were damaged in the process or removed from the association’s laundry rooms. Also, CSC was welcome to go to the association’s laundry rooms, which remained unlocked, to remove their washers and dryers at any time.
Due to CSC’s continued failure to remove its washers and dryers, the association sent CSC a pre-suit demand letter providing that if CSC did not remove its washers and dryers within 15 days, the association, as landlord, would evict CSC from the association’s laundry rooms. Although CSC ultimately removed its washers and dryers in compliance with the association’s letter, it was merely the beginning of its aggressive fight which resulted in a lawsuit being filed by CSC against the association and Commercial Laundries for breach of the laundry lease, tortious interference, conversion, and unlawful detainer, which was the subject of this case.
At trial, CSC argued that disconnecting its washers and dryers without legal process or CSC’s knowledge or consent was tantamount to being ousted from the association’s laundry rooms. In the end, the case was decided by a jury. Yes, that’s right, CSC’s dispute went to the jury. As an aside, think of the tens of thousands of dollars expended in legal fees and costs just to get to that point. The jury ultimately decided in favor of the association and Commercial Laundries. Then CSC appealed and lost. Thus, the trial court’s jury decision was upheld by Florida’s Fourth District Court of Appeal.
On appeal, CSC again argued that disconnecting its washers and dryers without legal process or CSC’s knowledge or consent was tantamount to an “ouster” from the association’s laundry rooms and wrongful repossession of the laundry rooms by the association. In legal terms, that is referred to as “unlawful detainer.” In defense, the association argued that the disconnecting was not ouster and repossession because CSC’s washers and dryers were never removed from the laundry rooms.
The Court provided that there are three factors in an unlawful detainer action: (1) the plaintiff (CSC) was in peaceful possession of the premises (the laundry rooms); (2) the plaintiff (CSC) was ousted of actual possession of the premises (the laundry rooms); and (3) the defendant (the association and Commercial Laundries) withheld possession of the premises (the laundry rooms) from the plaintiff (CSC) without consent or legal process.
Because CSC’s washers and dryers were never removed from the laundry rooms, the Court held that the action of disconnecting CSC’s washers and dryers and moving them to the side of the laundry rooms did not amount to an ouster of CSC from its actual possession of the laundry rooms as required by an action for unlawful detainer. While the disconnecting and relocation of the washers and dryers may be a form of what the Court refers to as “constructive or useful dispossession,” unlawful detainer actions require actual dispossession, which did not occur in this case.
Laundry leases, while often quite short, are also often written in tiny print whose terms can give even an experienced lawyer a run for the money as to the lease’s long-term implications. The laundry lease makes up for its brevity with obnoxious long-term effects and difficult concepts for a layman to understand. With that in mind, this case demonstrates the need for the association’s lawyer to review all of the association’s contracts. Even though a lease is just two pages long, this does not mean its financial implications are not extremely far reaching. n
Attorney, Kaye Bender Rembaum
Attorney Jeffrey Rembaum has considerable experience representing countless community associations that include condominium, homeowner, commercial, and cooperative associations throughout Florida. Every year since 2012, Mr. Rembaum has been inducted into the Florida Super Lawyers. Together with his partners, attorneys Robert Kaye and Michael Bender, their law firm, Kaye Bender Rembaum, is devoted to the representation of community and commercial associations throughout Florida. Kaye Bender Rembaum, with 17 lawyers and offices in Palm Beach and Broward Counties, strives to provide their clients with an unparalleled level of personalized and professional service. For more information, visit kbrlegal.com.