DISTRICT COURT OF APPEAL OF FLORIDA

SECOND DISTRICT

CERTIFIED MOTORS, LLC, a Florida limited liability company; 

and JOSEPH ELNAGGAR,

Appellants,

v.

AVENTINE HILL, LLC, a Florida limited liability company; 

and MANUEL DELGADO, JR.,

Appellees.

No. 2D22-2306

September 6, 2023

Appeal from the Circuit Court for Hillsborough County; Cheryl K. 

Thomas, Judge.

George A. Vaka and Nancy A. Lauten of Vaka Law Group, P.L., Tampa; 

and Liben M. Amedie of The Liben Law Firm, Tampa, for Appellants.

Stacy D. Blank, Paul A. McDermott, and Daniel L. Buchholz of Holland & 

Knight LLP, Tampa, for Appellee Aventine Hill, LLC.

No appearance for remaining Appellee.

LaROSE, Judge.

Certified Motors, LLC, appeals a summary judgment entered in 

favor of Aventine Hill, LLC. The trial court found the parties' commercial 

lease renewal option unenforceable. We have jurisdiction. See Fla. R. 
2

App. P. 9.110(k) ("Review of Partial Final Judgments.").1 Having carefully 

reviewed the record, and with the benefit of oral argument, we reverse.2

Background

Certified entered into a commercial lease to operate a car repair 

and sales business. Rent was $5,000 per month. The lease included a 

five-year renewal option:

TERM. The term of this Lease shall begin on January 1, 

2017, and last until December 31, 2022. Tenant can 

exercise an option for an additional 5[-]year period if 

given in writing to the owner 90 days before the term 

expiration.

(Second emphasis added.) 

Several months later, Aventine purchased the leased premises, 

thereby becoming Certified's landlord.

The parties' relationship was rough from the start. Aventine 

accused Certified of breaching the lease in a variety of ways. Certified 

denied the accusations. Eventually, Aventine sued Certified. 

1 The judgment granted declaratory relief on Count V of Aventine's 

second amended complaint. This is an appealable partial final judgment 

because the facts underlying Count V are distinct from those 

undergirding Aventine's remaining four counts. See generally Dahly v. 

Dep't of Child. & Fam. Servs., 876 So. 2d 1245, 1248 (Fla. 2d DCA 2004) 

("When an appeal is taken from a summary judgment that does not 

dispose of all of the parties or causes of action in a lawsuit, this court 

applies a three-part test to determine our authority under rule 9.110(k) 

to review the judgment: (1) Could the cause of action disposed of by the 

partial summary judgment be maintained independently of the other 

remaining causes of action? (2) Were one or more parties removed from 

the action when the partial summary judgment was entered? (3) Are the 

counts separately disposed of based on the same or different facts?").

2 Because of our disposition, we do not reach Certified's estoppel 

argument.
3

Thereafter, Certified timely informed Aventine that it "ha[d] elected 

to extend the terms of the Lease for an additional 5-year period." 

Aventine amended its complaint to seek a declaration that the renewal 

option was unenforceable. See generally § 86.011, Fla. Stat. (2021) 

(delineating the trial court's jurisdiction to render declaratory 

judgments). 

Aventine moved for summary judgment on the declaratory 

judgment count. It argued that the renewal option "does not define an 

amount of agreed rent, does not provide that rent will be at the same 

amount as rent during the initial term, and does not provide for any 

agreed mechanism to determine a new rate of rent." Thus, according to 

Aventine, the renewal option lacked essential terms. 

Aventine's argument won the day. In granting summary judgment, 

the trial court explained:

The commercial lease agreement fails to define all 

essential and material terms that would apply during a 

renewal period. It fails to define the amount of rent to be paid 

by the tenant, fails to state that rent during the renewal term 

will be at the same amount as rent during the initial term, 

and fails to provide how the amount of rent would be 

determined or agreed upon by the parties during a renewal 

term.

The trial court was clearly troubled by the below-market rent that the 

original landlord charged. The trial court explained that "[i]t is in 

defiance of logic to assume that a landlord would enter into a contract 

that would not even allow a claim for market rent."3 The trial court 

stayed the action pending appeal.

3 Certified allegedly expended over $300,000 to improve the leased 

property. In exchange, the original landlord offered a favorable monthly 

rent. We take no position as to the amount charged. Instead, we focus 

on the enforceability of the renewal option. Cf. KRG Oldsmar Project Co. 
4

Analysis

Florida's summary judgment rule provides that "[t]he [trial] court 

shall grant summary judgment if the movant shows that there is no 

genuine dispute as to any material fact and the movant is entitled to 

judgment as a matter of law." Fla. R. Civ. P. 1.510(a).

We review the trial court's summary judgment de novo. See Lee 

Cnty. Elec. Coop., Inc. v. City of Cape Coral, 159 So. 3d 126, 127 (Fla. 2d 

DCA 2014) ("In the declaratory judgment proceeding, the City and LCEC 

filed cross-motions for summary judgment. The circuit court determined 

that the facts were undisputed, and it ruled in the City's favor . . . . Our 

review of the summary judgment is de novo."). Our review of the trial 

court's interpretation of the lease terms is also de novo. See Bethany 

Trace Owners' Ass'n v. Whispering Lakes I, LLC, 155 So. 3d 1188, 1191 

(Fla. 2d DCA 2014) ("We review the trial court's interpretation of a 

contract de novo. Because the interpretation of a contract is a question 

of law, this court may reach a construction or interpretation of the 

contract contrary to that of the trial court." (citations omitted)). 

Certified argues that where a renewal option is silent as to some 

terms, the option remains enforceable. In such an instance, Certified 

tells us that the renewal option embraces the terms of the original lease. 

Aventine contends that an enforceable renewal option must specify 

either the rent for the renewal term (or at least affirmatively declare the 

rental amount to be the same as during the initial lease period) or a 

definite procedure to establish a new rental amount.

v. CWI, Inc., 358 So. 3d 464, 468 (Fla. 2d DCA 2023) ("[T]he court's role 

is to enforce the contract as written, not to rewrite the contract to make 

it more reasonable for one of the parties." (quoting Snyder v. Fla. Prepaid 

Coll. Bd., 269 So. 3d 586, 592 (Fla. 1st DCA 2019))).
5

Indisputably, the renewal option omits both a rental amount and a 

definite procedure to establish the rent. The parties, however, disagree 

over the import of these omissions; whether and what terms must be 

included in an enforceable renewal option. 

I. Lack of Essential Contract Terms

"[W]hen contracting parties do not agree on an essential provision 

there is no 'meeting of the minds' that is the essence of a contract, 

and . . . it is not the province of the court to make the contract or to 

supply material terms or provisions omitted by the parties." Edgewater 

Enters., Inc. v. Holler, 426 So. 2d 980, 982 (Fla. 5th DCA 1982). Failure 

to include essential terms is generally fatal to a contract's enforceability. 

See Davis v. Hearthstone Senior Cmtys., Inc., 155 So. 3d 1232, 1234 (Fla. 

2d DCA 2015) ("[A] contract cannot stand if it is missing the essential 

terms of an agreement." (quoting Greenbrook NH, LLC v. Est. of Sayre, 

150 So. 3d 878, 878 (Fla. 2d DCA 2014))).

Aventine cites to several cases echoing these general propositions. 

For instance, in Jahangiri v. 1830 N. Bayshore, LLC, 253 So. 3d 699, 702 

(Fla. 3d DCA 2018), the Third District noted that 

[t]he amount of rental is an essential element of a lease, if not 

the basis for a lease, and an agreement to make a lease, or to 

renew or extend a lease, that fails to specify either the 

amount of the rental or a definite procedure to be followed to 

establish the amount of the rental, is too indefinite to be 

legally binding and enforceable. 

(Quoting Edgewater Enters., Inc., 426 So. 2d at 983.)

More recently, in FM3 Liquors, Inc. v. Bien-Aime, 319 So. 3d 706, 

707-08 (Fla. 3d DCA 2021), the Third District held that the landlord was 

entitled to immediate possession of the property following expiration of 

the lease. The court explained that "renewal is foreclosed by this court's 
6

recent opinion in Jahangiri" where the renewal option omitted the rent 

amount or a definite procedure to establish the rent amount. Id. at 707.

Similarly, in LaFountain v. Estate of Kelly, 732 So. 2d 503, 503-04 

(Fla. 1st DCA 1999), the First District affirmed a trial court's order 

determining that a renewal option was unenforceable. The court held 

that "[t]he renewal option in the instant case did not specify the rental 

amount or a method for reaching agreement on the rent, and the option 

was thus unenforceable once the parties failed to agree to an essential 

element of the lease." Id. at 505.

These cases teach that "[w]here essential terms of an agreement 

remain open, and subject to future negotiation, there can be no 

enforceable contract." Dows v. Nike, Inc., 846 So. 2d 595, 602 (Fla. 4th 

DCA 2003). Black letter law tells us that "an 'agreement to agree' is 

unenforceable as a matter of law." ABC Liquors, Inc. v. Centimark Corp., 

967 So. 2d 1053, 1056 (Fla. 5th DCA 2007). 

For instance, in John Alden Life Insurance Co. v. Benefits 

Management Associates, Inc., 675 So. 2d 188, 189 (Fla. 3d DCA 1996), 

the Third District held that a contractual provision to negotiate a bonus 

payment in the future "was merely an 'agreement to agree' in the future 

about the bonus and hence unenforceable as a matter of law."

Legal commentaries echo this proposition in the context of a real 

estate renewal option:

Although a promise may be sufficiently definite when it 

contains an option given to the promisor or the promisee, if 

an essential element is reserved for the future agreement of 

both parties, as a general rule the promise can give rise to no 

legal obligation until such future agreement. Since either 

party in such a case may, by the very terms of the promise, 

refuse to agree to anything to which the other party will agree, 

it is impossible for the law to affix any obligation to such a 

promise. 
7

On this ground, courts have traditionally refused to 

enforce agreements to agree in contracts dealing with real 

property; thus leases containing renewal covenants leaving 

the renewal rental for the future agreement of the parties 

have generally been held unenforceable for indefiniteness and 

uncertainty. 

1 Williston on Contracts, § 4:29, at 851-54 (Richard A. Lord, 4th ed. 2007) 

(footnotes omitted); see also May v. Sessums & Mason, P.A., 700 So. 2d 

22, 26-27 (Fla. 2d DCA 1997) ("In the process of negotiating an 

agreement, a term that is frequently left indefinite and to be settled by 

future agreement, or by some other specified method, is the price in 

money—the compensatory exchange for the subject matter of purchase. 

This is true both of agreements for the rendition of service and of those 

for the purchase, sale, or leasing of realty or goods. If the parties provide 

a practicable method for determining this price or compensation there is 

no such indefiniteness or uncertainty as will prevent the agreement from 

being an enforceable contract. The same is true if they agree upon 

payment of a 'reasonable' price or compensation. There are cases, 

however, in which it is clear that the parties have not expressly or 

implicitly agreed upon a 'reasonable price,' and also have not prescribed 

a practicable method of determination. Where this is true, the agreement 

is too indefinite and uncertain for enforcement." (quoting 1 Corbin on 

Contracts, § 4.3, at 567 (Joseph M. Perillo, Rev. ed. 1993))). 

In Edgewater, 426 So. 2d at 981, the Fifth District identified "[t]he 

issue in this case [a]s whether a renewal provision in a lease, which 

specifies the length of the term of the renewal but leaves the amount of 

the monthly rental during the renewal period to be negotiated," was 

"sufficiently definite to be legally enforceable." Specifically, that lease 

renewal option provided that 
8

[t]enant shall have the option to take a renewal lease of the 

demised premises for the further term of three (3) years from 

and after the expiration of the term herein granted at a 

monthly rental to be arbitrated, negotiated and determined 

among the parties to this lease at said time.

Id. Importantly, for our purposes, the Edgewater court observed that 

where the contract clause provides that the lessee shall have 

an option to renew for a specific period of time, but is silent 

as to all other terms, the clause has generally been held 

sufficiently definite to enforce and construed as 

encompassing the same terms and rent as the original lease.

The Edgewater court concluded that the renewal option was 

unenforceable because there was no meeting of the minds about the 

rent. Id. at 982. The parties anticipated future negotiations. Id. at 983.

II. Silence is Golden

Having briefly outlined some contours of contract formation and 

enforceability, we introduce the concept of silence. The language used 

(or not used) in a renewal option has profound legal implications. See id.

at 981 ("Options to renew can be worded in various ways, but what may 

seem to be negligible semantic differences can have a dramatic difference 

in the construction the court places on the particular clause."). Where 

the renewal option says nothing about the rent payable during the 

renewal period, the silence, as a matter of law, dictates that the same 

rent will carry over into the renewal period. Silence tells us what rent 

will be paid.

Aventine seemingly believes this approach is too facile. But 

Aventine ignores the fact that "[a] lease renewal involves a continuation 

of the landlord-tenant relationship on the terms specified in the option to 

renew, or if no terms are specified, then '[a] lease renewal connotes a 

continuation of the landlord-tenant relationship on the same terms 

as the original lease.' " Woodard Tire Co. v. Hartley Realty Inc., 596 So. 
9

2d 1114, 1116 (Fla. 3d DCA 1992) (alteration in original) (emphasis 

added) (quoting Strano v. Reisinger Real Est., Inc., 534 So. 2d 1214, 1215 

(Fla. 3d DCA 1988)); see also Goldbloom v. J.I. Kislak Mortg. Corp., 408 

So. 2d 748, 750 (Fla. 3d DCA 1982) ("[A]n otherwise silent agreement 

simply to renew an existing lease implies that the renewed term is for the 

same rental as the existing one. . . . ['W]hen there are no terms stated in 

the option [to renew the lease] the parties (are deemed to) contemplate 

that the lease will be renewed on the same terms in the original 

agreement.' " (citations omitted) (quoting Crossman v. Fontainebleau 

Hotel Corp., 273 F.2d 720, 727 (5th Cir. 1959))). 

Aventine's insistence that the renewal option include either the 

rental amount during the renewal term or a definite procedure to 

establish the rent finds no support in the case law. By saying nothing 

about the rent, the renewal option adopts the original rental amount: 

Where the parties to a lease did not leave the rental amount 

for the lease renewal period open to negotiation, the court 

looks to the terms of the original lease, based on the premise 

that once the renewal option is exercised, the original lease is 

deemed a unitary one for the extended term.

49 Am. Jur. 2d Landlord & Tenant § 138 (2023); e.g., Woodard Tire Co. 

Inc., 596 So. 2d at 1116; Goldbloom, 408 So. 2d at 750. Aventine ignores 

this unique "unitary" character. Exercise of the renewal option "does not 

create a new lease; rather it is a prolongation of the original agreement 

for a further period. Once the option is exercised, the original lease is 

deemed a unitary one for the extended term and a new lease is not 

necessary." Dime Sav. Bank of N.Y. v. Montage St. Realty Assocs., 686 

N.E.2d 1340, 1342 (N.Y. 1997). Certified's renewal option is not lacking. 

By virtue of its silence, the lease terms apply to the renewal option with 

equal force and effect, as though restated therein. See Idol v. Little, 396 

S.E.2d 632, 634 (N.C. Ct. App. 1990) ("[A]n optional renewal provision in 
10

a lease which is silent on the amount of rent due upon renewal of the 

lease and which does not provide that the renewal rent will be set by the 

parties' future agreement is valid and enforceable, and the amount of 

rent due upon renewal is impliedly the amount of rent due under the 

original lease."). 

III. Aventine's Lack of Authority

Although enlightening, Aventine's cases are inapposite. The cases 

do not deal with the critical fact we have here: silence as to the renewal 

rent defaults to the original rental amount. Further, the cases involve 

renewal options anticipating more negotiations or without adequately 

defining a way to arrive at the rent amount. They advance no compelling 

support for Aventine's position. 

As recounted earlier, for instance, the renewal option in Edgewater 

required the "monthly rental to be arbitrated, negotiated and determined 

among the parties to this lease" upon the lessee's exercise of the renewal 

option. Edgewater, 426 So. 2d at 981. This classic, and unenforceable, 

agreement to agree on an essential term, is absent from Certified's 

original lease. 

Aventine urges us to read Edgewater as categorically requiring that 

a renewal option include either the amount of rent or a definite 

procedure to establish the rent. But the issue framed by the Fifth 

District was much narrower: whether a renewal option that "leaves the 

amount of the monthly rental during the renewal period to be negotiated, 

[wa]s sufficiently definite to be legally enforceable." Id. (emphasis added). 

Edgewater stands for the rather unremarkable proposition that an 

agreement to agree on an essential term is no agreement at all. 

Consequently, we cannot adopt Aventine's sweeping reading of 

Edgewater. Cf. Pedroza v. State, 291 So. 3d 541, 547 (Fla. 2020) ("A 
11

holding consists of those propositions along the chosen decisional path 

or paths of reasoning that (1) are actually decided, (2) are based upon the 

facts of the case, and (3) lead to the judgment." (quoting State v. Yule, 

905 So. 2d 251, 259 n.10 (Fla. 2d DCA 2005) (Canady, J., specially 

concurring))). 

Similarly, the renewal option in LaFountain, 732 So. 2d at 504, 

provided:

The Lessor grants to the Lessee the option to renew said lease 

for two additional periods of five (5) years each, provided 

written notice of the intent to exercise the option is given at 

lease [sic] ninety (90) days before the expiration of the original 

term. In the event Lessee exercises its option to renew, 

the lease payment for the renewal period will be 

negotiated between the parties.

(Emphasis added.) Once again, this is an unenforceable "agreement to 

agree."4

In Jahangiri, 253 So. 3d at 701, the renewal option stated:

RENEWAL OPTIONS: Upon six months notice and provided 

[lessee] is not in default of any provision of this Lease, 

LESSOR agrees that [lessee] may renew this Lease for two 

five-year renewal options, each renewal at the then 

prevailing market rate for comparable commercial office 

properties.

(Emphasis added). The Third District concluded that "renewal at the 

then prevailing market rate for comparable commercial office properties" 

4 At oral argument, Aventine maintained that the cases it relied 

upon all stood for the proposition that "the parties did not say enough." 

We disagree. Silence in a renewal option represents continuation of the 

original lease terms. An agreement to agree injects ambiguity and 

uncertainty, anathema to the certainty necessary for contract formation. 

Correspondingly, when pressed, Aventine conceded that there was no 

authority holding that a lease renewal provision's silence (or failure to 

repeat or include essential terms) ipso facto rendered it unenforceable. 
12

was too indefinite to be enforceable as "the lease does not provide for the 

amount of renewal rent, the procedure for determining rent has to be 

definite enough, without further negotiation or litigation on the 

methodology used, to fix the rent with certainty." Id. at 703. The Third 

District recited a litany of considerations that made the renewal option 

ambiguous, uncertain, and, therefore, unenforceable. Id. at 703-04 

("[T]here is still more for the parties to decide before the rent could be 

fixed with certainty. Who is responsible for obtaining the 'comparables'? 

Must the lessor or the lessee provide the comparables? May the other 

party object and who will resolve any such objections? There are also 

issues as to the validity of the comparables. What factors are to be 

considered in determining that another property is truly comparable? Is 

it the square footage of the space, its location, its condition, its use, or 

must other factors also be considered? And what is the 'prevailing 

market rate'? Is it the mean, medium, or mode of the three comparable 

commercial properties? Is it the highest or lowest price of the 

comparables? Is it the comparable sales rate or the rental rate that sets 

the 'market'?").

None of these uncertainties lurk here. Nothing in the renewal 

option is left unsettled.

In FM3 Liquors, 319 So. 3d at 708, the Third District confronted the 

following lease renewal provision:

This Lease shall renew with 90 day prior notice from tenant 

for an additional period of five years renewal term, unless 

tenant gives written notice of termination no later than 90 

days prior to the end of the term or renewal term. . . . The 

lease terms during any such renewal term shall be the same 

as those contained in this Lease except that the lease 

installment payments shall be current market value at 

the time of the renewal.
13

(Emphasis added.) Relying on Jahangiri, the FM3 Liquors court 

concluded that the option was uncertain.5 Id. at 707. None of these 

uncertainties arise in Certified's renewal option. Quite simply, less is 

more.

One last point merits discussion. Aventine tells us that because 

real estate values fluctuate, "courts cannot assume the parties would 

have agreed to the same terms during a renewal period simply because 

the parties previously agreed to those terms multiple years ago." 

Aventine chides that "[w]here a contract is silent as to a particular 

matter, the trial court should not impose on the parties contractual 

rights and duties that they themselves have omitted." (Quoting Carefree 

Vills., Inc. v. Keating Props., Inc., 489 So. 2d 99, 102 (Fla. 2d DCA 1986).) 

Aventine would have us rewrite the original lease, finding perceived gaps 

in contract terms. We decline this invitation to judicial mischief.

5 The FM3 Liquors court cited the Edgewater language quoted in 

Jahangiri:

Renewal is foreclosed by this court's recent opinion in 

Jahangiri[] ("[T]he amount of rental is an essential element of 

a lease, if not the basis for a lease, and an agreement to make 

a lease, or to renew or extend a lease, that fails to specify 

either the amount of the rental or a definite procedure to be 

followed to establish the amount of the rental, is too indefinite 

to be legally binding and enforceable." (quoting Edgewater[, 

426 So. 2d at 983])).

FM3 Liquors, 319 So. 3d at 707 (second alteration in original). However, 

as detailed above, a renewal option is not per se unenforceable simply 

because it omits the amount of rent. Indeed, in Goldbloom, 408 So. 2d at 

750, the Third District approvingly recited the doctrine "that when there 

are no terms stated in the option [to renew the lease] the parties (are 

deemed to) contemplate that the lease will be renewed on the same terms 

in the original agreement.' " (Quoting Crossman, 273 F.2d at 727.) 
14

As landlord, Aventine is bound by the lease terms. We refuse to 

inject uncertainty into a commercial contract where none is found on its 

face. See Razin v. A Milestone, LLC, 67 So. 3d 391, 396 (Fla. 2d DCA 

2011) ("[W]here there is 'an unambiguous contractual provision . . . a 

trial court cannot give it any other meaning beyond that expressed and 

must construe the provision in accord with its ordinary meaning.' " 

(quoting Emergency Assocs. of Tampa v. Sassano, 664 So. 2d 1000, 1003 

(Fla. 2d DCA 1995))).

Conclusion

The trial court erred in declaring the parties' lease renewal option 

unenforceable.

Reversed and remanded.

ATKINSON and SMITH, JJ., Concur.

Opinion subject to revision prior to official publication.