NOT FINAL UNTIL TIME EXPIRES TO FILE REHEARING 

MOTION AND, IF FILED, DETERMINED 

 IN THE DISTRICT COURT OF APPEAL 

 OF FLORIDA 

 SECOND DISTRICT 

ST. CROIX LANE TRUST & M.L. ) 

SHAPIRO, TRUSTEE, ) 

 ) 

 Appellant, ) 

 ) 

v. ) Case No: 2D13-3636 

 ) 

ST. CROIX AT PELICAN MARSH ) 

CONDOMINIUM ASSOCIATION, INC., ) 

 ) 

 Appellee. ) 

 ) 

Opinion filed August 8, 2014. 

Appeal from the Circuit Court for Collier 

County; Hugh D. Hayes, Judge. 

Jeffrey Bluestein of Marc L. Shapiro, P.A., 

Naples, for Appellant. 

Todd B. Allen of Geode, Adamczyk & 

DeBoest, PLLC, Naples, for Appellee. 

WALLACE, Judge. 

 The owner of a condominium unit appeals a final summary judgment 

declaring that no accord and satisfaction occurred when the condominium association 

accepted a check that the unit owner tendered in full satisfaction of the association's 

disputed claim for past due assessments and other charges. Because the circuit court 
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erred in relying on section 718.116(3), Florida Statutes (2011), in ruling that an accord 

and satisfaction did not occur, we reverse the final summary judgment. 

I. THE FACTUAL AND PROCEDURAL BACKGROUND 

 St. Croix at Pelican Marsh Condominium Association, Inc. (the 

Association), filed an action to foreclose its lien on a condominium unit for past due 

assessments, interest, late fees, costs, and attorney's fees. The Association obtained a 

final judgment of foreclosure, and the unit was scheduled for sale. The unit was subject 

to a first mortgage, and the Association elected not to bid at the sale. St. Croix Lane 

Trust (the Trust) was the successful bidder at the sale. On March 13, 2012, the clerk of 

the court issued and recorded a certificate of title in favor of the Trust. 

 The Trust bid $100 for the property at the sale. The $100 bid was 

insufficient to pay the amount of the Association's foreclosure judgment. On March 21, 

2012, the Association's attorney wrote the Trust a letter demanding payment of 

$36,584.54. This figure included unpaid quarterly assessments against the unit for 

several years, accrued interest, late fees, a substantial balance for a delinquent water 

bill, costs, and attorney's fees. The Association also demanded payment of the 

quarterly assessment that fell due on January 1, 2012, the first day of the quarter during 

which the Trust took title to the unit. The Trust did not pay the amount demanded, and 

the Association filed a claim of lien against the unit. On May 7, 2012, the Association's 

attorney sent a letter to the Trust demanding payment of $38,586.11, plus interest 

through the date of payment. 

 The Trust's attorney responded in writing on May 18, 2012. The Trust 

disputed the amount of the Association's claim. In the Trust's view, its liability to the 
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Association was limited to its share of the first quarterly assessment for 2012, prorated 

from March 13, 2012, the date that it took title to the unit. However, the Trust offered to 

pay the Association $840, the full amount of the first quarterly assessment, to settle the 

matter. In pertinent part, the letter from the Trust's attorney to the Association's attorney 

said: 

At worst[,] my client only owes the pro rata first quarter 

assessment for the period of its ownership. However, in a 

good faith effort to resolve this matter I have enclosed 

herewith a check in the amount of $840.00 payable to your 

Trust Account for the full January 1, 2012 assessment. Be 

advised and warned, this check is tendered in full and final 

satisfaction of all claims made against the Trust and the 

property for the amounts demanded in your May 7, 2012 

correspondence. Regardless of intent, negotiation of the 

enclosed check shall be deemed an acceptance of the offer 

of settlement made herein, and shall be in full and final 

satisfaction of all claims against the Trust and the property 

. . . as more particularly set forth in your May 7, 2012 

correspondence. 

(Footnotes omitted.) 

 The parties (or their attorneys) evidently had a history that preceded the 

current dispute. On May 18, 2012, the Association's attorney responded by e-mail to 

the Trust's attorney as follows: "We've been through this argument before, so I'm not 

going to recite it here again. You know our position, and the case law[1] used to support 

it. I have instructed my staff to apply this as a partial payment once it's received 

(despite the restrictive endorsement)." In fact, the Association received the Trust's 

check for $840 and negotiated it. 

 1We assume that the "case law" referenced here is Ocean Two 

Condominium Ass'n v. Kliger, 983 So. 2d 739 (Fla. 3d DCA 2008).
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 Despite its receipt and retention of the $840 tendered in settlement of its 

claims, the Association threatened to file an action to foreclose its claim of lien against 

the Trust's condominium unit. The Trust responded by filing an action against the 

Association. The Trust's complaint contained two counts. In count one, the Trust 

sought declaratory relief as follows: (1) an adjudication concerning whether it was 

obligated to pay the Association for the past due assessments and other amounts 

claimed; (2) an order discharging the Association's claim of lien against the unit; and (3) 

an award of attorney's fees and costs. In count two, the Trust sought damages for the 

loss of the rental value of the unit. The Trust alleged that the declaration of 

condominium authorized the Association to prohibit the leasing of a unit if the unit owner 

was delinquent in the payment of assessments when a unit owner submitted an 

application to lease a unit. The Trust alleged further that the submission of an 

application to lease the unit would "be futile" under the circumstances. 

II. THE CIRCUIT COURT'S RULING 

 The facts were essentially undisputed, and the parties filed cross-motions 

for summary judgment. In June 2013, the circuit court granted the Association's motion 

for summary judgment as to count one and denied the Trust's motion. In its order, the 

circuit court determined that the Trust was jointly and severally liable with the previous 

unit owner for all amounts claimed by the Association through the date of the 

foreclosure sale, less the $840 payment. The circuit court's ruling was as follows: 

 1. Florida Statutes Section 718.116(1)(a) provides 

that a parcel owner, regardless of how his or her title to 

property was acquired, including by purchase at a 

foreclosure sale, is jointly and severally liable with the 

previous parcel owner for all unpaid assessments that came 
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due up to the time of transfer of title. The common law 

doctrine of merger is inapplicable in this instance. 

 2. [The Trust] acquired title to the subject property by 

purchase at a foreclosure sale. Therefore, [the Trust] 

became jointly and severally liable with the prior owner for 

unpaid assessments that were due and owing to [the 

Association] when [the Trust] took title to the subject 

property, pursuant to Florida Statutes Section 718.116(1)(a). 

 3. By operation of § 718.116(3), Fla. Stat. [the 

Association's] acceptance of a payment from [the Trust] as 

an accord and satisfaction was ineffective to satisfy [the 

Association's] claims against [the Trust] for amounts in 

excess of the amount paid. 

 4. The assessments for which the [Trust] is jointly 

and severally liable with the previous owner to the 

[Association] include interest, costs, late fees[,] and 

attorney's fees. 

In July 2013, the circuit court entered a final judgment in accordance with its prior order. 

The final judgment dismissed count two of the Trust's complaint with prejudice. This 

appeal followed. 

III. THE TRUST'S ARGUMENTS 

 On appeal, the Trust raises three arguments. First, the Association's 

negotiation of the Trust's check that was tendered in full satisfaction of the Association's 

claims resulted in an accord and satisfaction. Second, the Association's claim for the 

assessment and other charges that accrued before the Trust acquired title to the unit 

was extinguished by the common law doctrines of merger and estoppel. Finally, and in 

the alternative, the Trust's liability to the Association was limited to the past due 

assessments only, exclusive of interest, late fees, interest, utility expenses, costs, and 

attorney's fees. We need address only the issue of accord and satisfaction. Our 
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standard of review is de novo. Volusia Cnty. v. Aberdeen at Ormond Beach, L.P., 760 

So. 2d 126, 130 (Fla. 2000). 

IV. DISCUSSION 

 Section 673.3111, Florida Statutes (2011), "Accord and satisfaction by use 

of instrument," provides, in pertinent part, as follows: 

 (1) If a person against whom a claim is asserted 

proves that that person in good faith tendered an instrument 

to the claimant as full satisfaction of the claim, that the 

amount of the claim was unliquidated or subject to a bona 

fide dispute, and that the claimant obtained payment of the 

instrument, the following subsections apply. 

 (2) Unless subsection (3) applies, the claim is 

discharged if the person against whom the claim is asserted 

proves that the instrument or an accompanying written 

communication contained a conspicuous statement to the 

effect that the instrument was tendered as full satisfaction of

the claim. 

None of the exceptions provided for in the statute are applicable here. When the 

Association negotiated the Trust's check that was tendered in full and final satisfaction 

of the Association's disputed claim, an accord and satisfaction resulted. See MillerDunn Co. v. Green, 16 So. 2d 637, 638 (Fla. 1944); United Auto. Ins. Co. v. Palm 

Chiropractic Ctr., Inc., 51 So. 3d 506, 509 (Fla. 4th DCA 2010); Martinez v. S. Bayshore 

Tower, L.L.L.P., 979 So. 2d 1023, 1024 (Fla. 3d DCA 2008). If the Association did not 

wish to accept the $840 check in full settlement of its claims in accordance with the 

Trust's conditional tender, then it should have returned the check instead of negotiating 

it. See The Burke Co. v. Hilton Dev. Co., 802 F. Supp. 434, 439 (N.D. Fla. 1992) 

(applying Florida law). "Simply put, the [Association] cannot have [its] cake and eat it 

too." Id. 
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 The Association argues that section 718.116(3) of the Condominium Act 

requires a different result. Section 718.116(3) provides as follows: 

 Assessments and installments on assessments which 

are not paid when due bear interest at the rate provided in 

the declaration, from the due date until paid. The rate may 

not exceed the rate allowed by law, and, if no rate is 

provided in the declaration, interest accrues at the rate of 18

percent per year. If provided by the declaration or bylaws, 

the association may, in addition to such interest, charge an 

administrative late fee of up to the greater of $25 or 5 

percent of each delinquent installment for which the payment 

is late. Any payment received by an association must be 

applied first to any interest accrued by the association, then 

to any administrative late fee, then to any costs and 

reasonable attorney's fees incurred in collection, and then to 

the delinquent assessment. The foregoing is applicable 

notwithstanding any restrictive endorsement, designation, or 

instruction placed on or accompanying a payment. A late 

fee is not subject to chapter 687 or s. 718.303(4). 

(Emphasis added.) In the Association's reading of the statute, the penultimate sentence 

of subsection three protects a condominium association against a claim of accord and 

satisfaction when it negotiates a check tendered in payment of claim for assessments 

and related charges. We disagree. We interpret the statutory language to mean that 

the condominium association must apply such payments to amounts due in accordance 

with the statutory command without regard to any accompanying instructions to the 

contrary. We do not think that the legislature intended the penultimate sentence of 

subsection three to amend section 673.3111 tacitly or to otherwise alter the law of 

accord and satisfaction in favor of condominium associations when they accept 

payments for assessments and related charges. 

 The pertinent legislative history confirms our interpretation of the statute. 

The language in question was added to subsection three of section 718.116 by chapter 
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91-103, section 9, at 735, Laws of Florida (1991). The staff analyses for the House and 

Senate explain the purpose of the amendment as follows: 

Subsection (3) [of section 718.116] addresses the late fee 

which is charged for unpaid assessments. Currently the fee 

can be the greater of $25 or 5 percent of the assessment. 

Language is added to provide that the late fee applies to 

each installment. Currently, the statute provides a formula 

which determines how payments are to be applied, with 

payments first applied to interest, then to late fees, then to 

costs and attorney[']s fees[,] and then to delinquent 

assessments. This bill would apply this statutory formula 

even if the check which was tendered contained a restrictive 

endorsement which provided some other formula for 

payment. 

Fla. H.R. Comm. on Judiciary, CS for HB 1465 (1991) Staff Analysis 12 (Mar. 28, 1991); 

Fla. S. Comm. on Fin. & Tax, CS for SB 1408 (1991) Staff Analysis 7 (Apr. 19, 1991) 

(available at Fla. Dep't of State, Fla. State Archives, Tallahassee, Fla.) (emphasis 

added). Thus the staff analyses confirm that the pertinent language was added to 

subsection three to invalidate restrictive endorsements that provide a formula for the 

application of payments other than that set forth in the statute. There is nothing in the 

staff analyses suggesting that the amendment was intended to make section 673.3111 

inapplicable to condominium associations or that the amendment would otherwise alter 

Florida law concerning accord and satisfaction solely for the benefit of condominium 

associations. 

 We recognize that part of the discussion in Ocean Two Condominium 

Ass'n v. Kliger, 983 So. 2d 739 (Fla. 3d DCA 2008), can be read to interpret section 

718.116(3) differently. We think that the Third District reached the correct result in 

Kliger. However, we do not find its discussion of section 718.116(3) persuasive here for 

two reasons. First, the monthly maintenance payments for which the unit owners 
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tendered their payments in Kliger were conceded to be due and were not subject to any 

dispute. Id. at 741. Here, there was a bona fide dispute about the amounts for which 

the Trust was liable. This fact is sufficient to distinguish Kliger from the case under 

review. 

 Second, it does not appear from the discussion in Kliger that the Third 

District had the benefit of the pertinent legislative history as an aid to its interpretation of 

section 718.116(3) when it issued the opinion in that case. We are inclined to believe 

that if the Third District had considered the legislative history, its discussion of the 

purpose and effect of the statute might have been different. 

 Before concluding, we also note that the undisputed nature of the 

condominium association's claims in Kliger rendered any consideration of the role of the 

statute in protecting a condominium association from prejudice or jeopardy by 

acceptance of a partial payment unnecessary to the Third District's decision in that 

case. In short, the discussion in Kliger on which the Association relies so heavily here 

in support of an affirmance is only dicta. 

V. CONCLUSION 

 For the foregoing reasons, we reverse the circuit court's summary 

judgment order and the final judgment entered in accordance with it. On remand, the 

circuit court shall enter a partial summary judgment declaring that any obligations of the 

Trust to the Association for amounts that became due before the Trust acquired title to 

the property were discharged by an accord and satisfaction. In addition, the partial 

summary judgment to be entered shall also declare that the Trust is entitled to have the 

Association's claim of lien against the condominium unit in question cancelled and 
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vacated. The Trust's claim for the lost rental value of the unit as asserted in count two 

of the complaint remains to be resolved on remand. 

 Reversed and remanded with directions. 

DAVIS, C.J., and CRENSHAW, J. Concur.