Shopping Center Interest, LLC v. TAB 250, LTD., et al

D ISTRICT C OURT OF A PPEAL O F T HE STATE OF F LORIDA
FOURTH DISTRICT
SHOPPING CENTER INTEREST, LLC,
Appellant/Cross-Appellee,
v.
TAB 250, LTD., AMERA FEDERAL 300, LTD., and GEORGE RAHAEL,
Appellees/Cross-Appellants.
No. 4D2024-1066
[April 15, 2026]
Appeal and cross-appeal from the Circuit Court for the Seventeenth
Judicial Circuit, Broward County; Sandra J. Perlman, Judge, and Mark
Alan Speiser, Senior Judge; L.T. Case No. 062014CA003029AXXXCE.
Gaspar Forteza and Anabell Bernot of Forteza Law, PLLC., Miami, and
Moises T. Grayson of Blaxberg Grayson, P.A., Miami, for appellant/cross-
appellee.
Robert Jeffrey Hauser of Sniffen & Spellman, P.A., West Palm Beach,
for 	appellees/cross-appellants 	Amera 	Federal 	300, 	Ltd., 	and 	George
Rahael.
John Preston Seiler of Law Offices of Seiler, Sautter, Zaden, Rimes &
Wahlbrink, Fort Lauderdale, for appellee/cross-appellant TAB 250, Ltd.
FORST , J.
In this dispute concerning usage of six parking spaces, spanning more
than twenty years and featuring three trial court judges and a prior appeal
to this Court, Appellant/cross-appellee Shopping Center Interest, LLC
(“SCI”) now appeals the trial court’s April 2024 final judgment on damages
in 	favor 	of 	Appellees/cross-appellants 	TAB 	250, 	LTD. 	(“Tab”), 	Amera
Federal 300, Ltd. (“Amera”), and George Rahael. 	Appellees cross-appeal
the trial court’s June 2017 partial summary judgment on liability and May
2020 summary judgment on liability. 	On the main appeal, we agree with
SCI and reverse. 	On the cross-appeal, we agree with some of Appellees’
arguments and, accordingly, affirm in part and reverse in part.
Background

2
I. The 2004 Offsite Parking Agreement
Rahael 	is 	a 	businessman 	who 	is 	the 	principal 	of 	both 	Appellee
companies, Tab and Amera. 	In 2004, Tab owned a strip mall in Fort
Lauderdale (“the Tab Property”), while Amera owned another property
across the street (“the Amera Property”). Because the Tab Property by itself
had 	insufficient 	parking 	to 	conform 	to 	the 	City 	of 	Fort 	Lauderdale’s
Uniform Land Development Regulations (“ULDR”) for commercial use,
Rahael 	and 	the 	City 	executed 	an 	Offsite 	Parking 	Agreement 	(“OPA”)
pursuant to ULDR Section 47-20.18. 	The City signed the OPA. 	Rahael
signed the OPA on Amera’s behalf, while Tab was listed as the “Applicant.”
The OPA states that “[Tab] hereby consents to this agreement.” 	The OPA
did not contain a separate signature line for Tab.
Under the OPA, Amera provided Tab with the use of six parking spaces
for tenants’ off-street parking. 	The OPA further provided that if the OPA
was breached, all of the Tab Property’s occupational licenses would be
rescinded, the premises would have to be vacated, and the City could
enjoin use of the Tab Property until the parking requirements were again
met. 	Mirroring the ULDR, the OPA stated: “All covenants and restrictions
contained in this agreement are, and the same shall be construed as,
covenants and restrictions running with the land, and they are to be
deemed to bind the successors and assigns of the parties.” 	The OPA was
recorded 	in 	the 	Broward 	County 	public 	records. 	The 	OPA 	went
unquestioned for approximately nine years.
II. The 2012-13 Foreclosure Action Against Tab Property
In 2007, Tab entered into a mortgage agreement with a bank. The land
which Tab mortgaged to the bank included “[a]ll easements, rights of way
or use, rights . . . and appurtenances of any nature whatsoever, in any
now or hereafter belonging, relating or pertaining to [the Tab Property].”
Tab also attested that it had obtained all necessary permits, licenses, and
other approvals necessary for the use, occupancy and operation of Tab
Property and the conduct of its business, and that all were in full force
and effect and not subject to revocation. 	Tab further agreed to indemnify
the bank and its successors in interest for any and all losses incurred in
connection with the Tab Property, the mortgage, or the exercise of any
rights or remedies granted to it under the mortgage.
Rahael personally signed a separate Guaranty which made him jointly
and severally liable for any losses suffered by the bank in connection with
Tab’s failure to comply with the mortgage. Both contracts defined “losses”
to include litigation costs and attorney’s fees.

3
In 2012, Tab defaulted on the mortgage loan and the bank filed a
foreclosure complaint (“the Foreclosure Case”) against Tab in Broward
County Circuit Court.1 The bank assigned its rights to SCI, which became
the plaintiff. 	The complaint sought to foreclose on the Tab Property (the
strip mall) precisely as described in the mortgage, with no express mention
of the OPA or the parking spaces. 	Amera was not joined as a party to the
Foreclosure Case.
In March 2013, SCI moved for summary judgment of foreclosure in the
Foreclosure Case and a hearing was set for April 8. 	On April 4, Rahael
unilaterally executed a “Termination of Off-site Parking Agreement” (“the
Termination”). 	The Termination recites that Amera and Tab had entered
into the OPA in 2004, and Amera and Tab “hereby terminate” the OPA
because the six parking spaces were no longer required because some of
the 	units 	on 	the 	Tab 	Property 	were 	vacant. 	Rahael 	recorded 	the
Termination in the Broward County public records. 	The Termination was
not signed by the City of Fort Lauderdale.
Four 	days 	after 	the 	termination, 	the 	Foreclosure 	Court 	granted
summary final judgment of foreclosure to SCI, which then purchased all
the foreclosed title and rights at the foreclosure sale. 	This final judgment
of foreclosure, which SCI submitted in response to the Foreclosure Court’s
request for a proposed order, included in its definition of the foreclosed
property the following language not present in Tab’s deed or the complaint,
mortgage, or lis pendens: “Non-Exclusive easement to use 6 parking
spaces on” the Tab Property “as defined in, and subject to, that Off-Site
Parking Agreement . . . .”
Neither 	Rahael, 	Amera, 	nor 	Tab 	appealed 	the 	final 	judgment 	of
foreclosure, sought an amendment of its substance within the 15 days
provided by Florida Rule of Civil Procedure 1.530, or sought relief from the
judgment based on mistake, inadvertence, surprise, excusable neglect,
newly discovered evidence, fraud, misrepresentation, or other misconduct
of an adverse party within the one-year period which Florida Rule of Civil
Procedure 1.540(b) provides for such motions.
III. The Underlying Liability Litigation Begins (2014-17)
1 Three different circuit judges were involved in the proceedings recited in this
opinion. 	For clarity, they will be called “the Foreclosure Court,” “the Liability
Court,” 	and 	“the 	Damages 	Court.” 	The 	Foreclosure 	Court 	oversaw 	the
Foreclosure 	Case, 	while 	the 	Liability 	Court 	and 	the 	Damages 	Court 	were
predecessor and successor judges overseeing the litigation directly underlying
this appeal.

4
Following the foreclosure judgment and sale, SCI, as the Tab Property’s
new owner, learned that Rahael had recorded the Termination. 	Calling
the Termination a “blatant act of spite and malice” to cloud their newly
obtained title by making the Tab Property unusable, SCI filed a February
2014 complaint in the Liability Court against Tab, Amera, and Rahael with
six 	counts: 	(I) 	Quiet 	Title; 	(II) 	Intentional 	Interference 	with 	Business
Relationship; (III) Intentional Slander of Title; (IV) Declaratory Judgment
[that the Termination was void and SCI had “legal title to the Easement
pursuant to the OPA”]; (V) Indemnification; and (VI) Breach of Guaranty.
Appellees responded with a motion to dismiss.
In May 2015, the Liability Court issued an order denying Appellees’
motion to dismiss “as to all counts except Count II, which dismissal is
without prejudice for [SCI] to amend to aver the names of the tenants or
individuals with whom relationships have been interfered along with the
manner of interference.” SCI never re-filed Count II or provided the names.
Appellees filed answers and affirmative defenses.
SCI subsequently moved for partial summary judgment as to Count IV
only. In June 2017, the Liability Court granted partial summary judgment
as to Count IV, declaring the Termination to be null and void due to its
noncompliance with the ULDR. 	This partial judgment did not directly
address whether the OPA had created an easement in the first place.
IV: The Foreclosure Court Corrects the Final Judgment (2017-19)
In May 2017, Amera returned to the Foreclosure Court and moved
under Rule 1.540(b) to vacate the foreclosure judgment as void for failure
to join an indispensable party. 	Amera argued it was an indispensable
party because “Amera’s property” (the right to use six parking spaces) was
transferred in the judgment.
The following year, the Foreclosure Court issued a “corrected final
judgment of foreclosure and order of clarification” that denied Amera’s
motion and ruled the foreclosure judgment was not void. 	However, the
Foreclosure Court corrected the description of the foreclosed property on
its 	own 	motion 	to 	conform 	to 	the 	foreclosure 	complaint 	under 	Rule
1.540(a), nunc pro tunc. 	This corrected final foreclosure judgment no
longer expressly described the OPA, only the more generic “all easements”
language.
Unsatisfied, 	Amera 	appealed 	to 	this 	Court. 	Amera 	argued 	the
Foreclosure Court lacked authority to correct the judgment under Rule
1.540(a) because this correction was a substantive, rather than clerical,
change. 	Amera also reiterated its indispensable party argument. 	We
affirmed 	the 	“corrected 	final 	judgment 	of 	foreclosure 	and 	order 	of

5
clarification” without written opinion. 	Amera Fed. 300, Ltd. v. Shopping
Ctr. Interest LLC, 264 So. 3d 166 (Fla. 4th DCA 2019) (“Amera I”).
V. The Liability Court’s Summary Judgment for SCI (2020)
In January 2019, SCI moved the Liability Court for summary judgment
on all counts, including the previously dismissed Count II. Appellees filed
a written opposition to the motion as well as a motion to dismiss, arguing
for the first time that the OPA was never effective or enforceable because
Tab did not sign it.
In 	May 	2019, 	Amera 	and 	Rahael 	filed 	an 	amended 	answer 	and
counterclaim containing four declaratory judgment counts, asserting: (I)
the OPA is not an easement (just a license); (II) the OPA is not enforceable
because Tab did not sign it; (III) the Certificate of Sale and Certificate of
Title from the Foreclosure Case are invalid because the final judgment
from which those certificates derived was corrected to omit reference to the
OPA easement; and (IV) the OPA was naturally terminated because the
City approved SCI’s request for a parking reduction, which voided the OPA.
SCI filed an omnibus motion for summary judgment on all its claims
and Appellees’ counterclaims. 	Appellees filed written responses. 	In May
2020, the Liability Court issued its summary judgment, entering judgment
for SCI on all claims and counterclaims. 	The Liability Court also found
SCI entitled to costs and legal fees and further ordered that the amount of
damages and fees would be determined at a future evidentiary hearing.
VI: Damages Trial and Final Judgment (2022-24)
Nearly two years later, and before a different trial court (the Damages
Court), the damages trial began. 	The Damages Court held the first two
days of trial in 2022, and the final day of trial one year later.
Appellees spent much of the trial asking the Damages Court to revisit
the Liability Court’s rulings and find SCI was entitled to zero damages
because SCI should not have prevailed on liability. 	Appellees also argued
that SCI should not get damages because the counts in its complaint did
not entitle SCI to ordinary damages and SCI had failed to plead entitlement
to attorney’s fees as special damages with the specificity they claimed
Florida law requires.
The Damages Court orally ruled that SCI did not have to plead special
attorney’s fees damages with more specificity than SCI had. 	After further
discussion, the Damages Court said it would stand by its ruling.

6
Appellees’ request of the Damages Court to revisit and contradict the
Liability Court’s prior orders was unavailing at trial. 	The Damages Court
stated, “I can’t sit here as . . . an appellate court, over what another judge
has ruled, and I’m kind of like locked in with respect to prior rulings.” SCI
presented testimony and evidence about the damages that it claimed and
how 	those 	amounts 	related 	to 	the 	work 	performed, 	which 	Appellees
contested on both factual and legal grounds.
At the close of SCI’s evidence, Appellees moved for a directed verdict of
zero damages. 	Responding to Appellees’ argument, the Damages Court
said, “you’re asking me to basically . . . [r]evisit everything that the two
judges did before, and I can’t do that. 	I’m sorry, I’m not doing that.” 	The
Damages Court denied Appellees’ motion for a directed verdict of zero
damages.
The Damages Court did not make rulings at the close of evidence,
instead requesting proposed orders from the parties. 	Appellees emailed
their proposed final judgment as to damages, which stated that SCI is
entitled to zero damages on all counts and that Appellees are the prevailing
parties entitled to attorney’s fees on Counts III, IV, V, and VI. 	Appellees’
proposed order also reflected Appellees’ argument—thrice rejected by the
Damages Court at trial—that the special damages were insufficiently
pleaded.
After another long delay (ten months), the Damages Court issued
Appellees’ proposed order verbatim, failing to remove Appellees’ counsel’s
letterhead from page 1. 	The only contribution by the Damages Court was
a note—originally handwritten, then typed in a subsequent issuance of the
judgment—that seemingly contradicted the rest of the text by stating:
“However, 	as 	[the 	Liability 	Court] 	previously 	determined 	[SCI] 	is 	the
prevailing party and would therefore be entitled to reasonable attorneys’
fees.”
This appeal and cross-appeal follow.
Analysis
I. SCI’s Appeal of the Damages Final Judgment
“A trial court’s adoption of a proposed order verbatim constitutes
reversible error where it appears the court did not exercise independent
decision-making.” 	King v. King, 363 So. 3d 1099, 1100 (Fla. 4th DCA
2023). 	“[W]e will reverse any judgment entered under circumstances that
create an appearance that the judgment does not reflect the judge’s
independent decision-making.” 	Id. at 1101 (quoting In re T.D. v. Dep’t of

7
Child. & Fam. Servs., 924 So. 2d 827, 831 (Fla. 2d DCA 2005)). 	The
following factors are relevant in reviewing such an order:
1) 	Is the signed order consistent with or divergent from the
verbal rulings of the court?
2) 	How much time has passed since the hearing, and does
the judge remember the case?
3) 	Are there irregularities or conflicts in the terms of the
order?
4) 	Did the judge participate in the trial?
5) 	Did the judge edit or alter the proposed judgment to
conform it to his or her conclusions about the case, or did he
or she sign it verbatim?
Id. (citation omitted). See also Perlow v. Berg-Perlow, 875 So. 2d 383, 390
(Fla. 	2004); 	Nat’l 	Loan 	Acquisitions 	Co. 	v. 	Tabernacle 	Christian 	Ctr.
Ministries, Inc., 402 So. 3d 1028, 1034–36 (Fla. 4th DCA 2024).
Here, all five factors support reversal of the final judgment as to
damages. 	Most 	crucially, 	the 	order 	includes 	irreconcilable 	material
conflicts. 	The original text designates Appellees as the prevailing parties
entitled 	to 	prevailing 	party 	attorney’s 	fees 	on 	four 	counts, 	while 	the
Damages Court’s inserted note at the bottom of the order appears to
designate SCI as the prevailing party entitled to fees. 	The signed order
diverges from the Damages Court’s oral rulings that it would not disturb
prior judges’ orders, direct a verdict of zero damages, or find that SCI did
not plead special damages with sufficient specificity. 	The signed order
further states that no evidence of damages was presented, which is not
supported by the record. One year had passed between days two and three
of the damages trial, and the judge repeatedly expressed that he did not
remember the case well. 	The judge participated in the damages trial, but
not in any of the eight years of litigation that preceded the damages trial.
The judge signed the order almost verbatim, the only exception being the
judge’s inserted note. That note did not conform the judgment to his own
conclusions, but rather created an inconsistency rendering the order
unenforceable.
As the damages’ final judgment was “entered under circumstances that
create an appearance that the judgment does not reflect the judge’s
independent decision-making,” King, 363 So. 3d at 1101, we reverse the
final judgment in full and remand for further proceedings consistent with
this opinion.

8
II: Appellees’ Cross-Appeal
Appellees ask us to reverse the Liability Court’s summary judgment on
liability and determine that the OPA was never enforceable or never
properly transferred to SCI.
“The standard of review for orders granting summary judgment is de
novo.” McKee v. Crestline Hotels & Resorts, LLC, 376 So. 3d 758, 762 (Fla.
4th DCA 2024). 	“In a summary judgment proceeding, ‘the inferences to
be drawn from the underlying facts . . . must be viewed in the light most
favorable 	to 	the 	party 	opposing 	the 	motion.’” 	Id. 	at 	763 	(quoting
Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587
(1986)). 	“A trial court’s interpretation of a contract is also reviewed de
novo.” 	Fla. Inv. Grp. 100, LLC v. Lafont, 271 So. 3d 1, 4 (Fla. 4th DCA
2019). 	“A trial court’s ruling concerning the application of res judicata
and collateral estoppel is also reviewed de novo.” 	Aronowitz v. Home
Diagnostics, Inc., 174 So. 3d 1062, 1065 (Fla. 4th DCA 2015).
The Liability Court ruled on six claims and four counterclaims. 	We
examine each claim and counterclaim in turn.
Count I: Quiet Title. 	The preponderance of the evidence establishes
that the OPA created an easement that burdens the Amera Property and
benefits the Tab Property.2
“An easement constitutes an interest in land, is subject to the statute
of frauds, and runs with the land.” Dupont v. Whiteside, 721 So. 2d 1259,
1263 (Fla. 5th DCA 1998). “Although an easement is not an estate in land
and its creation does not convey title, it is an interest that gives to one
other than the owner a right to use the land for some specific purpose.”
Am. Quick Sign, Inc. v. Reinhardt, 899 So. 2d 461, 464 (Fla. 5th DCA 2005).
“There are no magical words that one must divine in order to create an
express easement. 	All that is necessary are words showing the intention
of the parties to create an easement on a sufficiently identifiable estate.”
Id. at 465. 	“A license is distinguished from an easement in that a license
is merely a personal right to use the property of another for a specific
purpose, is not an interest in land and, therefore, may not be assigned or
conveyed.” 	Dotson v. Wolfe, 391 So. 2d 757, 759 (Fla. 5th DCA 1980).
2 We do not address whether all similar agreements constitute easements as
opposed 	to 	covenants, 	licenses, 	rights 	of 	way 	or 	use, 	etc. 	Our 	narrow
determination respecting this OPA is based on party presentation principles and
the record, including res judicata that binds only these parties.

9
Here, both the OPA and the ULDR indicate that the OPA created an
easement 	giving 	Tab 	and 	the 	successor 	owners 	of 	the 	Tab 	Property
(including SCI) the right to use six parking spaces on the Amera Property
to park cars. 	Crucially, the OPA states: “All covenants and restrictions
contained in this agreement are, and the same shall be construed as,
covenants running with the land, and shall bind the successors and
assigns of the parties.” 	Accord § 47-20.18(C) Fort Lauderdale, Fla., Code
(2004) (“An off-site parking and valet parking agreement . . . shall be
considered a restriction running with the land and shall bind the heirs,
successors and assigns of said owner.”). 	This clear language of the
signatories’ intent—to create an interest that runs with the land and binds
the parties’ successors and assigns—is typical of an easement. 	This
language is inconsistent with intent to create a license, which cannot be
assigned. 	See Dotson, 391 So. 2d at 759. 	Moreover, the OPA contains
restrictions on Amera’s right to sell or dispose of the parking spaces to
prevent interference with Tab’s use of the spaces, which is consistent with
an easement and inconsistent with a license.3 	Thus, we affirm the trial
court’s summary judgment on Count I.
Count II: Intentional Interference With Business Relationship. The
trial court erred in granting summary judgment for SCI on this count, as
SCI failed to plead sufficient facts to survive even a motion to dismiss.
“The elements of tortious interference with a business relationship are: (1)
the existence of a business relationship under which the plaintiff has legal
rights; (2) knowledge of the relationship on the part of the defendant; (3)
an intentional and unjustified interference with that relationship by the
defendant; and (4) damage to the plaintiff as a result of the breach of the
business relationship.” 	N. Am. Van Lines, Inc. v. Ferguson Transp., Inc.,
639 So. 2d 32, 33 (Fla. 4th DCA 1994). 	“This cause of action requires ‘a
business 	relationship 	evidenced 	by 	an 	actual 	and 	identifiable
understanding or agreement which in all probability would have been
completed if the defendant had not interfered.’” Bortell v. White Mountains
3 Alternatively, preclusion principles compel the conclusion that the OPA created
an easement that was transferred to SCI at the foreclosure sale. 	This is so
because a court of competent jurisdiction (the Foreclosure Court) already had
issued a valid final judgment which adjudicated this issue, and that judgment
became final and absolute when the legal deadlines passed for Appellees to
challenge, or seek relief from, its substance. 	See Moforis v. Moforis, 977 So. 2d
786, 788 (Fla. 4th DCA 2008); Fla. R. Civ. P. 1.530(g) (“A motion to alter or amend
the judgment shall be served not later than 15 days after the date of filing of the
judgment[.]”); Fla. R. Civ. P. 1.540(b) (requiring that a motion to relieve a party
from 	a 	judgment 	on 	the 	basis 	of 	mistake, 	excusable 	neglect, 	fraud,
misrepresentation, or other misconduct of an adverse party be filed “not more
than 1 year after the judgment, decree, order, or proceeding was entered or
taken”); Zikofsky v. Mktg. 10, Inc., 904 So. 2d 520, 523–26 (Fla. 4th DCA 2005).

10
Ins. Group, Ltd., 2 So. 3d 1041, 1048 (Fla. 4th DCA 2009) (quoting Ethan
Allen Inc., v. Georgetown Manor, Inc., 647 So. 2d 812, 815 (Fla. 1994)).
Thus, a tortious interference claim is legally insufficient and subject to
dismissal for failure to state a claim if it does not specify any parties with
whom 	the 	plaintiff 	“had 	an 	understanding 	or 	agreement 	with 	which
[defendant] interfered[.]” 	Id. 	“The cause of action cannot be established
by proof that the defendant interfered with a relationship between the
plaintiff and the public at large . . . .” Id. (quoting Sarkis v. Pafford Oil Co.,
697 So. 2d 524, 527 (Fla. 1st DCA 1997)).
Here, the Liability Court initially properly dismissed Count II on this
basis in 2015 “without prejudice for [SCI] to amend to aver the names of
the tenants or individuals with whom relationships have been interfered
along with the manner of interference.” 	SCI never amended its complaint
as ordered. The complaint says only, “[t]he Termination interferes . . . with
[SCI’s] business relationship with the existing and prospective tenants of
the Shopping Center” and “with investors and potential purchasers of the
Shopping Center” and claims, “[SCI] has been damaged by [Appellees’]
conduct.” 	This bare statement of the legal elements without naming any
specific party or agreement damaged does not adequately plead a tortious
interference claim. 	See id. 	While SCI later argued this claim related to
Appellees towing cars, that allegation did not appear in the complaint.
The Liability Court got this count right the first time. 	We reverse the
summary judgment on Count II and remand with instructions to dismiss.
Count III: Intentional Slander of Title. 	This count is very similar to
Count II and fails for similar reasons. 	In a slander of title action, the
plaintiff must prove the following five elements:
(1) A falsehood (2) has been published, or communicated to a
third 	person 	(3) 	when 	the 	defendant-publisher 	knows 	or
reasonably should know that it will likely result in inducing
others 	not 	to 	deal 	with 	the 	plaintiff 	and 	(4) 	in 	fact, 	the
falsehood 	does 	play 	a 	material 	and 	substantial 	part 	in
inducing others not to deal with the plaintiff; and (5) special
damages are proximately caused as a result of the published
falsehood.
Trigeorgis v. Trigeorgis, 240 So. 3d 772, 775 (Fla. 4th DCA 2018) (quoting
McAllister v. Breakers Seville Ass’n, 981 So. 2d 566, 573 (Fla. 4th DCA
2008)).

11
Here, SCI’s complaint entirely failed to plead the fourth element or any
facts that would support it. 	We thus reverse the summary judgment on
Count III and remand with instructions to dismiss.
Count IV: Declaratory Judgment. 	As explained by our analysis of
Count I, the OPA created an easement that was transferred to SCI at the
foreclosure sale. 	Further, the trial court correctly determined that the
Termination was invalid because it was not signed by the City, which both
the ULDR and the OPA require to make such a termination effective. 	We
affirm the summary judgment on Count IV.
Count V: Indemnification. 	This count based on the 2007 mortgage’s
indemnity provisions was pleaded against both Rahael and Tab. However,
as the complaint itself recounts, only Tab was a party to the mortgage.
SCI has not asked any court to pierce the corporate veil and treat Rahael
as individually liable for actions taken in his capacity as a corporate officer.
As such, Rahael is not a proper defendant to this count. 	We reverse the
summary 	judgment 	against 	Rahael 	on 	Count 	V 	and 	remand 	with
instructions to dismiss the claim against Rahael on that count.
With respect to Tab, SCI has a stronger case. 	In signing the mortgage,
Tab attested that it had obtained “all necessary permits, licenses, and
other approvals necessary for the use, occupancy and operation of the
Property and the conduct of its business, and that all are in full force and
effect and not subject to revocation,” and that it would indemnify the
mortgagee and its assignees or successors (i.e. SCI) for any and all losses
incurred in connection with the Tab Property, the mortgage, or the exercise
of any rights or remedies granted under the mortgage, including attorney’s
fees. Tab then executed and recorded the Termination, which would have
subjected the City’s permit for use, occupancy, and operation of the Tab
Property to revocation in violation of the former attestation. Tab took this
action before the foreclosure judgment issued, so Tab’s arguments about
potential 	merger 	of 	the 	mortgage 	into 	the 	foreclosure 	judgment 	are
irrelevant to general liability. 	Thus, Tab is required to indemnify SCI for
whatever losses are properly indemnifiable under the contract and the
facts of this case.
We affirm the trial court’s summary judgment against Tab on Count V.
On remand, the trial court shall determine the losses for which Tab is
properly liable to SCI under the mortgage’s indemnification provisions and
in what amount, based on the factual record.
Count VI: Breach of Guaranty. 	We agree with the trial court that
Rahael breached his personal guaranty of the mortgage by executing and
recording the Termination. 	The guaranty made him jointly and severally
liable for damages, attorney’s fees, and costs resulting from Tab’s failure

12
to comply with the mortgage’s Article 10, without any requirement that
SCI mitigate damages or exhaust remedies against Tab first.
We affirm the trial court’s summary judgment on Count VI. 	On
remand, the trial court shall determine for which losses Rahael is properly
liable to SCI under the guaranty and in what amount, based on the factual
record.
Counterclaim I: “OPA Is Not an Easement.” 	As explained under
“Count I,” the OPA created an easement that was transferred to SCI at the
foreclosure 	sale. 	We 	affirm 	the 	summary 	judgment 	for 	SCI 	on
Counterclaim I.
Counterclaim II: “OPA Was Never Enforceable.” 	The OPA lists Tab
as the “applicant.” 	Tab’s principal, Rahael, signed the OPA on Amera’s
signature line and recorded the OPA in Broward County’s public records.
Yet, because the OPA does not have a separate signature line or signature
for Tab, Tab asks us to hold that the OPA never truly became effective and
was never enforceable. 	Appellees appear to have advanced this argument
for the first time in 2019, fifteen years after the OPA was recorded and
several years into the underlying litigation.
If the OPA was never a valid contract, that would imply Tab had run an
illegal shopping center for years and Appellees had perpetrated a decade-
long fraud on the City of Fort Lauderdale, Broward County, two trial
courts, this Court, their own tenants, the bank that signed the mortgage,
and the attorneys who filed all their legal documents from 2004 to 2018.
This position would also contradict Rahael’s 2015 affidavit in opposition
to summary judgment, Amera’s 2017 motion to stay litigation, Amera’s
briefs to this Court in Amera I, and the Termination itself.
We decline to adopt such an interpretation. “Parties who do not sign a
contract ‘may be bound by the provisions of the contract, if the evidence
supports that they acted as if the provisions of the contract were in force.’”
GMRI, Inc. v. Brautigan, 392 So. 3d 1098, 1103 (Fla. 1st DCA 2024)
(quoting Sosa v. Shearform Mfg., 784 So. 2d 609, 610 (Fla. 5th DCA 2001));
see also Consol. Res. Healthcare Fund I, Ltd. v. Fenelus, 853 So. 2d 500,
503–04 (Fla. 4th DCA 2003). 	We affirm the summary judgment on
Counterclaim II.
Counterclaim III: “Certificate of Title Is Invalid.” 	The trial court
correctly determined it lacked jurisdiction on this issue. 	However, lack of
jurisdiction to adjudicate a claim warrants dismissal, not a judgment for
the defendant as to that claim. See Spicer v. State, 318 So. 3d 1269, 1271
n.1 (Fla. 2d DCA 2021). 	Further, this counterclaim is moot because

13
Foreclosure Court amended the certificate of title to remove the contested
language. 	Thus, we reverse the summary judgment on Counterclaim III
and remand with instructions to dismiss.
Counterclaim IV: “The OPA Was Terminated.” In this counterclaim,
Appellees 	assert 	the 	OPA 	was 	terminated 	because 	the 	approval 	of 	a
parking 	reduction 	request 	in 	2015 	rendered 	the 	OPA 	unnecessary.
However, the record does not establish compliance with the OPA’s and
ULDR’s requirements for terminating the OPA. 	The OPA states, “this
agreement shall be voided by the execution and recording of a subsequent
agreement.” (emphasis added). 	Similarly, the ULDR allows termination
when “[t]he parcel being served by the off-site parking no longer requires
the parking as evidenced by a written statement executed by the parties
executing 	the 	off-site 	parking 	agreement 	and 	as 	approved 	by 	the
department and a termination of the off-site parking agreement is executed
by the department . . . .” 	§ 47-20.18(A)(1)(c) Fort Lauderdale, Fla., Code
(2015) (emphasis added). No record evidence shows that these conditions
had occurred at the time summary judgment was entered. 	Accordingly,
we affirm the trial court’s summary judgment on Counterclaim IV.
Conclusion
For 	the 	foregoing 	reasons, 	we 	affirm 	the 	trial 	court’s 	summary
judgment on liability as to Counts I, IV, V (as to Tab), and VI, and
Counterclaims I, II, and IV. We reverse the summary judgment on liability
as to Counts II and III, Count V (as to Rahael), and Counterclaim III and
remand with instructions to dismiss those counts. 	We reverse the trial
court’s final judgment on damages and remand for further proceedings
consistent with this opinion.
Affirmed in part; reversed in part; and remanded for further proceedings.
KUNTZ , C.J., and SHEPHERD, J., concur.
* 	* 	*
Not final until disposition of timely-filed motion for rehearing.