New Leaf Assets, LLC and Craig H. Roberts v. Jeffrey Jerue and E. Luis Campano, as Personal Representative of the Estate of John J. Jerue

D ISTRICT C OURT OF A PPEAL O F T HE STATE OF F LORIDA
FOURTH DISTRICT
NEW LEAF ASSETS, LLC, and CRAIG H. ROBERTS,
Appellants,
v.
JEFFREY JERUE, and E. LUIS CAMPANO, as personal representative of
the ESTATE OF JOHN J. JERUE,
Appellees.
No. 4D2025-0048
[December 17, 2025]
Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm
Beach County; Bradley G. Harper, Judge; L.T. Case No. 502022CA011603.
Kara Rockenbach Link and Daniel M. Schwarz of Link & Rockenbach,
PA, West Palm Beach, for appellants.
Sophia L. Bernard and Elana G. Faniel of Taylor Nelson PL, Winter
Haven, for appellees.
M AY , J.
An ambiguous provision in an investment agreement is at the center of
this appeal. A company and a personal guarantor appeal a final summary
judgment in favor of two company investors. 	The company and the
personal 	guarantor 	argue 	the 	trial 	court 	erred 	in 	entering 	summary
judgment by failing to apply a reasonable time period on the exercise of
the investors’ option following the option’s maturity. We agree and reverse.
• 	The Facts
On March 13, 2019, the investors (Jeffrey Jerue and John Jerue)
entered into an agreement under which the investors contributed $1.5
million in exchange for a 7.5% membership interest in the company. 	The
agreement contained the following provision:
[INVESTORS] OPTION AND PERSONAL GUARANTY. Six (6)
Months after the payment of the INVESTORS Contribution,
INVESTORS shall have the option to keep the membership

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interest of Seven and One Half Percent (7.5%) of COMPANY for
One Million Five Hundred Thousand ($1,500,000.00) Dollars
as set forth in this Agreement or exchange said Seven and One
Half Percent (7.5%) membership interest of COMPANY for the
return of the full amount of the INVESTORS CONTRIBUTION
of 	One 	Million 	Five 	Hundred 	Thousand 	($1,500,000.00)
Dollars without interest.
The personal guarantor executed a personal guaranty to pay on demand
any sum which may become due to the investors by the company in
connection with the agreement.
On September 20, 2021, one of the investors (Jeff Jerue) called the
personal guarantor, stating that he was unhappy with the investment and
wanted a refund.1 	The personal guarantor acknowledged receipt of the
notice by an email to two others, who also held membership interests in
the company. 	In the email, the personal guarantor stated, “we need to
meet together on this as soon as possible with Jeff [Jerue] . . . We are all
friends and should find an amicable solution to this very disappointing
failure for us all.”
One 	month 	later, 	the 	personal 	guarantor 	emailed 	the 	investors
alternative options, explaining that the company had re-invested the
investors’ 	contribution. 	The 	investors did 	not 	accept 	the 	alternative
options. 	Neither the company nor the personal guarantor returned the
investors’ $1.5 million contribution.
The investors filed a complaint alleging breach of contract against the
company 	and 	the 	personal 	guarantor. 	The 	company 	and 	personal
guarantor defended on the ground that the investors had failed to exercise
the option within a reasonable time.
The parties filed cross-motions for summary judgment. 	The investors
argued they had acted within a reasonable time because the agreement
required only that they exercise the option “Six (6) Months after the
payment of the INVESTORS Contribution,” and they exercised the option
two years after.
The 	company 	and 	the 	personal 	guarantor 	argued 	that 	while 	the
agreement 	required 	the 	option 	to 	be 	exercised 	six 	months 	after 	the
contribution, the agreement did not provide an end-date. 	The company
1 The investors initially filed an affidavit claiming they had exercised the option in
October 2019, but later agreed they had exercised the option in the fall of 2021.

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and the personal guarantor argued that when such temporal silence
occurs, a court must substitute the temporal silence for a reasonable time.
They argue the investors’ attempt to exercise the option two years later
was unreasonable.
The trial court denied the company’s and the personal guarantor’s
cross-motion for summary judgment, granted the investors’ motion, and
denied the motion for rehearing.
From this judgment, the company and the personal guarantor now
appeal.
• 	The Analysis
The company and the personal guarantor first argue the trial court
erred 	by 	failing 	to 	address 	whether 	the 	investors 	had 	exercised 	the
agreement’s option provision within a reasonable time as required by law.
The investors respond that the “reasonable time” rule applies only to
“option contracts,” 	and the agreement’s option provision 	was not an
“option contract.” 	The investors argue that under a general contract, a
“reasonable time” is implied in the place of temporal silence only when a
latent ambiguity exists, and no latent ambiguity exists in this agreement.
The company and the personal guarantor reply that the “reasonable
time” rule applies regardless of the contract form, and the agreement’s
temporal silence on the length of time by which the investors could
exercise the option provision is itself a latent ambiguity. 	We agree.
We have de novo review of this summary judgment. 	Volusia Cnty. v.
Aberdeen at Ormond Beach, L.P., 760 So. 2d 126, 130 (Fla. 2000).
A 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). A movant
is entitled to judgment as a matter of law when the evidence “is so one-
sided,” a reasonable fact finder could not find for the nonmoving party.
Anderson v. Liberty Lobby, 477 U.S. 242, 243 (1986).
First, the parties dispute whether the option provision is an “option
contract.” This is a non-issue. Whether the provision is an option contract
is immaterial to determining if the trial court erred in failing to infer a
“reasonable time” for performance. 	Regardless of the form—option v.
general contract—“a reasonable time” is implied when a contract fails to
specify the time for performance. Steinberg v. Sachs, 837 So. 2d 503, 505-

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06 (Fla. 3d DCA 2003) (citing De Cespedes v. Bolanos, 711 So. 2d 216, 218
(Fla. 3d DCA 1998); Doolittle v. Fruehauf Corp., 332 So. 2d 107, 109 (Fla.
1st DCA 1976)).
Second, 	the 	company 	and 	the 	personal 	guarantor 	argue 	a 	latent
ambiguity exists within the agreement due to the temporal silence on when
the 	option 	to 	exchange 	the 	investors’ 	membership 	for 	their 	financial
contribution 	expired. 	The 	investors 	respond 	the 	agreement 	is 	not
ambiguous because the essential terms (price, ownership percentage, and
repayment guarantees) are clear. 	We agree with the company and the
personal guarantor.
A latent ambiguity exists when “a contract fails to specify the rights or
duties of the parties under certain conditions or in certain situations . . .
.” 	Hunt v. First Nat’l Bank of Tampa, 381 So. 2d 1194, 1197 (Fla. 2d DCA
1980). 	Here, 	the 	trial 	court 	interpreted 	the 	agreement 	to 	allow 	the
investors to exercise their option at any time. 	However, the temporal
silence in the option’s expiration gives rise to an ambiguity that required
the court to impose a “reasonable time” for performance, notwithstanding
the definiteness of the other contractual provisions. 	Id. 	“A reasonable
time is ‘ordinarily . . . a question of fact, the determination of which will
depend upon all of the circumstances surrounding the particular offer and
acceptance.’” 	Sakowitz v. Waterside Townhomes Cmty. Ass’n, 338 So. 3d
26, 28-29 (Fla. 3d DCA 2022) (quoting 1 Richard A. Lord, Williston on
Contracts § 5:7 (4th ed. 2021)).
For this reason, we hold the trial court erred in granting summary
judgment 	for 	the 	investors. 	Despite 	the 	parties’ 	stipulation 	that 	no
material issue of fact existed, one did exist—the reasonable time for the
investors to exercise the option. We therefore reverse and remand the case
for a jury trial to determine whether two years was a reasonable time for
the investors to have exercised the option under the circumstances.
Reversed and remanded for proceedings consistent with this opinion.
G ERBER and C ONNER , JJ., concur.
* 	* 	*
Not final until disposition of timely-filed motion for rehearing.