If a commercial lease guaranty contains a jury trial waiver but the lease does not, is the jury trial waived for all parties (i.e., tenant and guarantor) or just the guarantor? In a recent case, Pierre's Caribbean Cuisine LLC v. LeaseFlorida LLC, No. 3D24-0512, 2025 WL 779170 (Fla. 3d DCA March 12, 2025), Florida's Third District Court of Appeal addressed the enforceability of a jury trial waiver that was not explicitly included in a lease agreement but was contained in the guaranty. It held that the jury trial waiver only applied to the guarantor. This case highlights the importance of clear and comprehensive contract drafting, particularly in commercial lease agreements.
Case Background and Analysis
The landlord, LeaseFlorida LLC (Landlord), entered into a commercial lease agreement with tenant, Pierre's Caribbean Cuisine LLC (Tenant), and a guaranty agreement with a principal of the Tenant, Ananias Pierre (Guarantor), in his individual capacity. The guaranty agreement between the Landlord and Guarantor contained a jury trial waiver, whereas the lease agreement between the Landlord and Tenant did not.
A dispute arose between the parties and litigation ensued when the Tenant sued and made a demand for a jury trial. The Landlord brought a counterclaim against the Tenant and a third-party claim against the Guarantor – neither Tenant nor Guarantor demanded a jury trial in response to the Landlord's claims. The Landlord then moved to strike the Tenant's jury trial demand, arguing that the Tenant should be bound by the jury trial waiver in the guaranty agreement because the Guarantor was one of the Tenant's principals. The trial court agreed with the Landlord and struck the Tenant's demand for a jury trial.
The appellate court, however, reversed the lower court and held that the Tenant was entitled to a jury trial. In so holding, the court explained that the guaranty agreement (which was the only document containing a jury trial waiver) was signed by the Guarantor in his individual capacity only. The court considered that the guaranty agreement was not signed by the Tenant, not referenced anywhere in the lease agreement and not expressly incorporated into the lease agreement. Because the jury waiver provision was not tied to the Tenant, the Tenant did not agree to waive its rights to a jury trial and was entitled to seek a jury trial. This is reinforced by the principle that if a party wants certain rights, such as a jury trial waiver, to be applicable against the other contracting party, then those rights need to be stated in the contract itself. See, e.g., Mercado v. Sridhar , 389 So. 3d 625, 626 (Fla. 3d DCA 2023), reh'g denied (Dec. 15, 2023).
The Third District Court of Appeal rejected the Landlord's argument that the language of the guaranty agreement integrated the jury trial waiver provision into the lease agreement. The Landlord's argument, the court explained, was foreclosed by the lease agreement failing to reference or include language incorporating the guaranty agreement (or its jury trial waiver) into the lease. The court also declined to apply the doctrine of equitable estoppel to the subject jury trial waiver. Though courts have applied the doctrine of equitable estoppel to allow a non-signatory to enforce the jury trial waiver against a signatory, the doctrine did not apply here because the signatory Landlord sought to enforce a jury trial waiver against the non-signatory Tenant, even though that waiver was never agreed to by the Tenant, nor was the document containing that waiver signed by the Tenant. To summarize, the court's ruling supports that if the Landlord had sought to bind the Tenant to the jury trial waiver provision in the guaranty agreement, it could have done so by adding a signature line and block for the Tenant or by expressly including a jury trial waiver provision in the lease agreement itself.
Conclusion
The decision in Pierre's Caribbean Cuisine LLC v. LeaseFlorida LLC reinforces the importance of precise contract drafting and the necessity of mutual assent to all terms. For landlords and tenants, this case underscores the need to review lease agreements thoroughly. And for landlords specifically, this case reinforces some of the actions a landlord should take to ensure that a jury trial waiver is binding as to all related parties. All in all, if you want to avoid this issue in your leases and want the Tenant to waive their right to a jury trial, then the tenant needs to make that election in the lease itself.
