Third District Court of Appeal

State of Florida 

Opinion filed January 20, 2021.

Not final until disposition of timely filed motion for rehearing.

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No. 3D19-1751

Lower Tribunal No. 16-2954

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Vice City Marina LLC,

Appellant,

vs.

The Four Ambassadors Master Association, Inc., etc., et al.,

Appellees.

An Appeal from the Circuit Court for Miami-Dade County, William 

Thomas, Judge.

Mauro Law, P.A., and C. Cory Mauro (Boca Raton), for appellant.

Bales Sommers & Klein, P.A., and Jason Klein, for appellees.

Before SCALES, LOBREE and BOKOR, JJ. 

SCALES, J.

Vice City Marina LLC (“Developer”), the plaintiff below, appeals a July 

24, 2019 final judgment entered in favor of The Four Ambassadors Master 

Association, Inc. and The Four Ambassadors Association, Inc. 
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(“Associations”), the defendants below, on Developer’s two-count 

declaratory judgment action. For the following reasons, we affirm the entry 

of final judgment as to count I; however, we reverse entry of final judgment 

as to count II and remand with directions that the claim be dismissed, 

because the issue was mooted during the lower court proceedings.

I. RELEVANT FACTS AND PROCEDURAL BACKGROUND

A. The Four Ambassadors Condominium

In June 1981, the Four Ambassadors Condominium was created to 

convert an existing hotel – consisting of four hotel towers and a separate 

ballroom facility – into a residential condominium development. The 

developer of the condominium has changed numerous times over the last 

forty years, largely via a series of limited assignments of rights with respect 

to the ballroom facility (“Unit 5-100”) only. Specifically, the limited 

assignments conveyed the rights as the developer of the condominium and 

the declarant under the Declaration of Covenants, but only insofar as the 

assignor’s right as developer and declarant “affect, govern and apply” to Unit 

5-100.1

1 In 2005, through a prior developer, The Four Ambassadors Association, 

Inc. acquired title to the common elements and received an assignment of 

all other rights as developer and declarant for the condominium.
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Until Developer received its assignment of rights in January 2016 

(“January 2016 Assignment”), the ownership of Unit 5-100 had always been 

deeded to the new developer along with the limited assignment of rights for 

Unit 5-100. Developer did not acquire ownership of Unit 5-100 when it 

received the January 2016 Assignment because, in March 2009, appellee 

The Four Ambassadors Association, Inc. acquired title to Unit 5-100 after a 

prior developer lost ownership of Unit 5-100 through foreclosure 

proceedings.

Prior to the January 2016 Assignment, on August 19, 2013, The Four 

Ambassadors Association, Inc. amended the Declaration of Condominium 

to return Unit 5-100 to the common elements of the condominium (“August 

2013 Amendment”).

B. The Instant Litigation

After Developer acquired the January 2016 Assignment, Developer 

and Associations disagreed over whether, pursuant to the Declaration of 

Condominium and Declaration of Covenants, Developer had any right to 

convert Unit 5-100 into a condominium tower and/or further develop the 

parcel of property on which Unit 5-100 is located (“Phase Five Parcel”). On 

February 5, 2016, Developer filed the instant action in the Miami-Dade 

County Circuit Court seeking, among other things, declaratory relief 
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decreeing that: (i) Developer had the right to develop the Phase Five Parcel 

(count I); and (ii) the August 2013 Amendment to the Declaration of 

Condominium was invalid (count II).2

On July 24, 2019, after holding a two-day bench trial, the trial court 

entered final judgment in favor of Associations on both counts. Developer 

timely appeals this July 24, 2019 final judgment.

II. ANALYSIS3

A. Count I – Developer’s Right to Develop Phase Five of the 

Condominium

Count I of the complaint sought a declaration that Developer “is 

empowered as ‘Developer’ and ‘Declarant’ to develop Phase Five, in 

accordance with the terms of the Declaration of Condominium and 

Declaration of Covenants.” The trial court determined that Developer does 

not have the right to develop the Phase Five Parcel for two reasons: (i) the 

2 While Developer’s complaint contained other counts, Developer challenges 

only the trial court’s adjudications of counts I and II. 

3 The trial court’s construction of the limited assignments and the January 

2016 Assignment presents a question of law that we review de novo. JF & 

LN, LLC v. Royal Oldsmobile-GMC Trucks Co., 292 So. 3d 500, 505 (Fla. 2d 

DCA 2020). We also review de novo the trial court’s interpretations of the 

Declaration of Condominium and the Declaration of Covenants. Courvoisier 

Courts, LLC v. Courvoisier Courts Condo. Ass’n, 105 So. 3d 579, 580 (Fla. 

3d DCA 2012).
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January 2016 Assignment purported to give Developer overly expansive 

rights as developer and declarant that did not exist by virtue of the prior 

limited assignments; and (ii) Developer “does not own Unit 5-100 or any 

other property located in the Phase Five Parcel,” which the court determined 

was a prerequisite to developing the property. We agree with both findings.

1. The January 2016 Assignment

Beginning with the May 1, 1990 “Limited Assignment of Rights as 

Developer” between former developers Southern Skyway Property, Inc. and 

U.S. Properties, Inc., the developer’s rights with respect to the condominium 

have been limited to those “rights as Developer and Declarant [that] affect, 

govern and apply to Unit 5-100, of the Condominium.” The limited 

assignment expressly excluded “any and all other rights that Assignor may 

have as the Developer of any other property in the Condominium and as the 

Developer and Declarant with respect to any other property in the Four 

Ambassadors Project” including “with respect to the ‘Common Properties’ . . 

. of the Project.” 

The two subsequent limited assignments – in 2003, between U.S. 

Properties, Inc. and Brickell Bay Entertainment Company, and in 2004, 

between Brickell Bay Entertainment Company and Brickell Yacht Club at 

Four Ambassadors, L.L.C. – were similarly limited. This, of course, was 
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appropriate because an assignee stands in the shoes of the assignor, 

receiving only those rights that are transferred. See Lauren Kyle Holdings, 

Inc. v. Heath-Peterson Constr. Corp., 864 So. 2d 55, 58 (Fla. 5th DCA 2003). 

A successor developer cannot assign any more rights than were assigned 

to it by a predecessor developer. 

The January 2016 Assignment to Developer is written more broadly, 

purporting to convey “Assignor’s rights as Developer of the Condominium 

under the Declaration of Condominium, . . . and as Declarant under the 

Declaration of Covenants, and including, but not limited to, Assignor’s rights 

as Developer and Declarant as same affect, govern and apply to the 

Property.” Nevertheless, as it must, the January 2016 Assignment 

recognizes that the “rights specifically received by [Developer] . . . , [are] 

pursuant to the Limited Assignment of Rights as Developer and prior 

Assignments thereto transferring and assigning rights as Developer to each 

of the constituent Assignor entities.” 

We agree with the trial court that, pursuant to the series of limited 

assignments, Developer’s right as developer and declarant are limited to 

those that affect, govern and apply to Unit 5-100 only. The Four 

Ambassadors Condominium Association, Inc. is both the current owner of 
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Unit 5-100 and the holder of all other rights as developer and declarant with 

respect to the condominium.

2. The Declaration of Condominium and the Declaration of Covenants

The Four Ambassadors Condominium was created to convert an 

existing hotel into a residential condominium. The Declaration of 

Condominium gives the developer the authority to convert the four existing 

towers into residential units in Phases One through Four, and to develop Unit 

5-100 in Phase Five. Specifically, section 22.4 of the Declaration of 

Condominium provides that “Phase Five will contain one (1) Unit,[4] if added, 

all subject to increase and decrease as set forth in Section 9.2 hereof.” 

Section 9.2 of the Declaration of Condominium permits the developer to 

make “alterations, additions, or improvements” to “Developer-owned Units” 

without obtaining prior consent.

In February 1990, prior developer Southern Skyway Property, Inc. 

timely exercised the right to develop Phase Five and acquired title to Unit 5-

100. The Declaration of Condominium amendment adding Phase Five 

expressly provided that “Developer hereby submits the fee title to [Unit 5-

4 Section 22.2 of the Declaration of Condominium provides the legal 

description, survey and plot plan for the single unit added during Phase Five. 

It is not disputed that Unit 5-100 (the ballroom facility) is the single unit 

referenced in section 22.4.
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100] . . . to condominium ownership in accordance with and subject to the 

provisions of the Declaration, and declares that said property hereafter be 

part of the Condominium Property of the Condominium.” This was consistent 

with section 22 of the Declaration of Covenants, which provides that “[i]f a 

Parcel shall be added to the Condominium as a phase thereof . . . such 

Parcel shall thereupon cease to be a Parcel and shall become a 

condominium or a portion of a condominium.”

The trial court concluded that once Unit 5-100 was added to the 

condominium the Phase Five Parcel ceased to be a “Parcel.” Consequently, 

pursuant to section 22.4 of the Declaration of Condominium, as restricted by 

section 9.2, Developer must own Unit 5-100 – the lone unit permitted to be 

created during Phase Five – if Developer wants to develop it. We agree. 

See Lenzi v. Regency Tower Ass’n, Inc., 250 So. 3d 103, 104 (Fla. 4th DCA 

2018) (recognizing that, when construing condominium declarations, “the 

goal is to arrive at a reasonable interpretation of the text of the entire 

agreement to accomplish its stated meaning and purpose’” (quoting Murley 

v. Wiedamann, 25 So. 3d 27, 29 (Fla. 2d DCA 2009) (quoting Taylor v. 

Taylor, 1 So. 3d 348, 350 (Fla. 1st DCA 2009))).5 Pursuant to the Declaration 

5 None of the other provisions of the Declaration of Condominium cited by 

Developer override or conflict with section 22.4’s requirement that section 

9.2 will govern any “increase or decrease” to Phase Five (i.e., Unit 5-100). 
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of Condominium and the Declaration of Covenants, Developer cannot 

develop Unit 5-100 because Developer does not own it.

We, therefore, affirm entry of judgment in favor of Associations on 

count I.

B. Count II – Invalidation of the August 2013 Amendment

Count II of the complaint sought a declaration that the August 2013 

Amendment was invalid. In the July 24, 2019 final judgment, the trial court 

determined that count II was moot “because Associations have nullified and 

revoked the August 19, 2013 Amendment.” Nevertheless, the trial court 

entered judgment in favor of Associations on count II because, according to 

the court, Developer lacked standing to challenge the August 2013 

Amendment and Developer otherwise had no right to develop the Phase Five 

Parcel.

Having properly determined that this issue was moot, the trial court, 

rather than proceeding to adjudicate count II, should have dismissed count 

II for lack of an actual controversy. See Paul Jacquin & Sons, Inc. v. City of 

Port St. Lucie, 69 So. 3d 306, 308 (Fla. 4th DCA 2011) (“An issue is moot 

when the controversy has been so fully resolved that a judicial determination 

Such “increase or decrease” (i.e., specified additions, alterations or 

improvements) is contingent on the developer owning Unit 5-100.
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can have no actual effect. A case is ‘moot’ when it presents no actual 

controversy or when the issues have ceased to exist. A moot case generally 

will be dismissed.”) (citations omitted); Schweickert v. Citrus Cnty. Fla. Bd., 

193 So. 3d 1075, 1078 (Fla. 5th DCA 2016) (same). Accordingly, we reverse 

that portion of the July 24, 2019 final judgment entering judgment in favor of 

Associations on count II, and remand with instructions that the claim be 

dismissed.

III. CONCLUSION

After a de novo review, we affirm that portion of the July 24, 2019 final 

judgment determining that Developer does not have the right to develop the 

Phase Five Parcel (count I). Because count II of Developer’s complaint was 

rendered moot by the Associations’ revocation of the August 2013 

Amendment, we reverse that portion of the final judgment adjudicating count 

II and remand with instructions for the trial court to dismiss count II as moot.6

Affirmed in part; reversed in part; and remanded for proceedings 

consistent with this opinion.

6 We affirm, without discussion, the other issues raised by Developer in this 

appeal.