HANZMAN, MICHAEL, Associate Judge.
Appellant, Citizens Property Insurance Corporation ("Citizens"), appeals the trial court's final judgment confirming an appraisal award. Citizens claims that the final judgment improperly awarded the appellee damages for: (a) property excluded under its policies, and (b) amounts that should have been deducted from the award by application of defenses the trial court refused to consider. We agree in part and reverse.
The material facts are not in dispute. Appellee, River Manor Condominium Association, Inc. ("River Manor"), operates a residential condominium complex consisting of three buildings—A, B and C—each of which were separately insured by Citizens at the time of Hurricane Wilma. When the parties were unable to agree on the extent of the damage caused by the storm, they participated in a mandatory appraisal process, resulting in an award which specified the total loss sustained by each building and the exterior common
The policies issued by Citizens each exclude from coverage "other structures on the demised locations, set apart from the building by clear space," including such things as carports, cabanas, swimming pools, Jacuzzis, piers, seawalls, bridges, ramps, walks, decks, patios and similar structures. Also excluded from coverage are trees, shrubs, plants and other landscaping. The parties do not dispute that the appraisal award in the amount of $1,253,278.84 for "exterior common elements" represents compensation for damage caused to such excluded items. If this case turned on a simple application of the controlling insurance contracts it would therefore end here. See, e.g., Graber v. Clarendon Nat'l Ins. Co., 819 So.2d 840, 842 (Fla. 4th DCA 2002) ("Interpretation of insurance policy language is a matter of law...."); Sherman v. Transamerica Life Ins. Co., 475 F. App'x 733, 736 (11th Cir. 2012) ("`Florida's public policy is that contracts, including insurance contracts, must be enforced as written.'" (citation omitted)).
This case, however, is not so simple because (a) each policy contains a provision requiring that it be amended to "conform" to any conflicting statutes of the State where the property is located; and (b) River Manor claims that Citizens' exclusions "conflict" with section 718.111(11), Florida Statutes (2005), because that statute—and in particular subsection (11)(b)— requires insurers that issue condominium policies to provide coverage for "[a]ll portions of the condominium property located outside the units," and "[a]ll portions of the condominium property for which the declaration of condominium requires coverage by the association." § 718.111(11)(b), Fla. Stat. (2005). Based upon this supposed "conflict," River Manor says the policies must be "amended" to delete the exclusions pursuant to the conformance clauses which provide that:
There is no doubt that River Manor's properties are located in Florida, and the exclusions are "terms" that the conformance clauses would require be amended if in "conflict" with the statutes of this State. The only question is whether the exclusions in fact conflict with section 718.111(11)(b).
Citizens also claims that certain items contained in the appraisal awards should not have been included in the trial court's judgment because: (a) River Manor agreed to remove them from the awards; (b) the items were duplicates of other amounts awarded; or (c) the items, such as interior doors, baseboards, light fixtures, and other property within the parametrical boundaries of the units, were the unit owners' responsibility. The trial court refused to address these issues, accepting River Manor's contention that doing so would require it to improperly consider extrinsic evidence and look beyond the face of the appraisal award. It therefore granted River Manor's motion for summary judgment on these issues, and eventually entered a final judgment for the amounts assessed in the appraisal, less the amounts previously paid. Our review of an order granting summary judgment is also de novo. See DeLeon v. Dollar Tree Stores, Inc., 98 So.3d 96, 97 (Fla. 4th DCA 2012).
In matters of statutory construction it is fundamental that "legislative intent is the polestar by which the court must be guided...." State v. Webb, 398 So.2d 820, 824 (Fla.1981); see also Princeton Homes, Inc. v. Morgan, 38 So.3d 207, 210-11 (Fla. 4th DCA 2010). To ascertain that intent courts consider a variety of factors "including the language used, the subject matter, the purpose designed to be accomplished, and all other relevant and proper matters." Badaraco v. Suncoast Towers v. Assocs., 676 So.2d 502, 503 (Fla. 3d DCA 1996) (citing Am. Bakeries Co. v. Haines City, 131 Fla. 790, 180 So. 524, 532 (1938)); see also Bautista v. State, 863 So.2d 1180, 1185 (Fla.2003) ("`To discern legislative intent, courts must consider the statute as a whole, including the evil to be corrected, the language, title, and history of its enactment, and the state of law already in existence on the statute.'" (citation omitted)).
It is of course true that a "statute must be given its plain and obvious meaning." Holly v. Auld, 450 So.2d 217, 219 (Fla. 1984) (quoting A.R. Douglass, Inc. v. McRainey, 102 Fla. 1141, 137 So. 157, 159 (1931)). If the "language of the statute is clear and unambiguous and conveys a clear and definite meaning, there is no occasion for resorting to the rules of statutory interpretation and construction...." Id. (quoting A.R. Douglass, 137 So. at 159); see also Kingsway Amigo Ins. Co. v. Ocean Health, Inc., 63 So.3d 63, 66 (Fla. 4th DCA 2011) (same). That does not, however, mean that parts—or in this case sub-parts—of a statute should be read in isolation. Rather, "[e]very statute must be read as a whole with meaning ascribed to every portion and due regard given to the semantic and contextual interrelationship between its parts." Forsythe v. Longboat Key Beach Erosion Control Dist., 604 So.2d 452,
Florida Dep't of Envtl. Prot. v. Contract-Point Fla. Parks, LLC, 986 So.2d 1260, 1265-66 (Fla.2008) (citing Fla. State Racing Comm'n v. McLaughlin, 102 So.2d 574, 575-76 (Fla.1958) (emphasis added)). In other words, it is our duty to examine a statute as a "cohesive whole," Palm Beach Cnty. Canvassing Bd. v. Harris, 772 So.2d 1273, 1287 (Fla.2000), so as "`to give effect to every clause in it, and to accord meaning and harmony to all of its parts.'" Jones v. ETS of New Orleans, Inc., 793 So.2d 912, 914-15 (Fla.2001) (quoting Acosta v. Richter, 671 So.2d 149, 153-54 (Fla. 1996)).
Finally, "a literal interpretation of the language of a statute need not be given when to do so would lead to an unreasonable or ridiculous conclusion." Holly, 450 So.2d at 219 (citing Johnson v. Presbyterian Homes of Synod of Fla., Inc., 239 So.2d 256 (Fla.1970)); see also Vrchota Corp. v. Kelly, 42 So.3d 319, 322 (Fla. 4th DCA 2010) ("The legislature is not presumed to enact statutes that provide for absurd results."); Badaraco, 676 So.2d at 503 ("Where focusing on literal statutory language leads to absurd or unreasonable conclusions ... a court will look beyond the ordinary meaning of the statutory language.") (citing Weber v. Dobbins, 616 So.2d 956 (Fla.1993)).
Mindful of these principles we now turn to an examination of section 718.111(11)(b), Florida Statutes (2005), in order to ascertain whether, as River Manor contends, it creates mandatory insurance coverage which conflicts with Citizens' exclusions. Before reviewing the precise language of the particular subsection at issue, we first observe that section 718.111 is contained within Chapter 718, aptly titled the "Condominium Act," the purpose of which is to give statutory recognition to the condominium form of ownership of real property and establish procedures for the creation, sale and operation of condominiums. See § 718.102, Fla. Stat. (2005). As its title suggests, the "Condominium Act" regulates condominiums—not insurance companies.
Furthermore, section 718.111 is titled "The association," and each of its subsections regulate the activities of that "Corporate entity." See § 718.111(1), Fla. Stat. (2005). The statute, for example, establishes how the association shall be constituted, see § 718.111(1)(a)-(c); the powers and duties of the association, see § 718.111(2)-(14), including the association's rights to own and convey property, see § 718.111(7)(a); and the association's right to purchase land, leases, and condominium units. See § 718.111(8)-(9). The subject matter of this statute is clearly the regulation of condominium associations, as its title suggests.
The fact that section 718.111 is contained within the "Condominium Act"— which regulates only condominiums—and that section 718.111 is aimed squarely at condominium "associations," suggests that the objective of subsection 11 is not to further regulate the business of insurance
This contextual interpretation is reinforced by a textual examination of the particular subsection at issue. Subsection (11)(a) of section 718.111 requires that a unit-owner controlled association, such as River Manor, use its "best efforts to obtain and maintain adequate insurance to protect the association, the association property, the common elements, and the condominium property required to be insured by the association pursuant to paragraph (b)." (emphasis supplied). Subsection (11)(b) then describes the "property required to be insured by the association":
§ 718.111(11)(b), Fla. Stat. (2005).
This delineation of required coverage is "intended to establish the property or casualty insuring responsibilities of the association and those of the individual unit owner...." § 718.111(11)(b)3., Fla. Stat. (2005). A reading of subsections (11)(a) and (11)(b), in pari materia, therefore suggests that the purpose of subsection (11)(b) is to identify what types of insurance the association (as opposed to the unit owners) is responsible for obtaining, with paragraph (a) defining what efforts (i.e., best efforts) the association must make to secure it. And if, as River Manor urges, subsection (11)(b) imposed an absolute obligation on insurers to provide the coverage, subsection (11)(a) would be meaningless, as the association would not have to use any effort—let alone its "best efforts"—to obtain it. The association, in violation of its statutory obligation, could in fact expend "no effort" and secure the coverage by legislative fiat any time an insurer elected to issue a policy.
A literal reading of subsection (11)(b) in isolation also requires us to conclude that the legislature intended to force private parties—i.e., condominium associations and their insurers—to enter into a commercial transaction that one or both may not desire. If the carrier is unwilling to provide all the coverage specified under subsection (11)(b), its only option would be not to issue any policy at all. The same result would occur even where the association sought to purchase the policy the insurer was willing to issue, that is, a policy that did not offer all the coverage required
Thus, two potential—and likely consequences—of a literal interpretation of subsection (11)(b) will be that insurers will issue no policies at all, thereby denying condominium associations much needed coverage, or condominium associations will be forced to pay excessive rates for coverage they do not want or need. Such undesirable "[c]onsequences cannot alter statutes, but may help to fix their meaning." In re Rouss, 221 N.Y. 81, 116 N.E. 782, 785 (1917) (Cardozo, J). And the consequence of the literal interpretation urged by River Manor is an unreasonable result.
Without wading into the academic question of when, and under what circumstances, the legislature may constitutionally use its police powers to require that private parties engage in a particular type of business, we also doubt it would exercise such weighty authority as cavalierly as suggested here, via: (a) a statute which does not regulate the business being mandated; and (b) the use of a single sub-paragraph which imposes no parameters or guidance on the terms of the compelled transaction. We suspect that in exercising its police powers to dictate state-imposed commerce, the legislature would carefully craft a set of laws to be applied in carrying out its mandate, as it has in other insurance contexts. See, e.g., § 627.736, Fla. Stat. (2005) et. seq. It would not simply command the issuance of a policy with specific coverage requirements, and leave it to the parties to work out the material terms.
The total absence of any related provisions addressing the parameters of the transaction supposedly being compelled strongly suggests that the statute was not intended to hoist contractual terms on unwilling participants or eliminate the power of condominium associations to negotiate their own insurance contracts, a power all other property owners possess. In our view the statute was intended to impose upon condominium associations an obligation to use their "best efforts" to secure the designated coverage, implicitly recognizing that market forces may in some instances prevent this objective from being achieved. See, e.g., Roberts v. Nine Island Ave. Condo. Ass'n, Inc., ___ So.3d ___, 36 Fla. L. Weekly D2074, No. 3D09-371, 2011 WL 4374452, at *3 (Fla. 3d DCA Sept. 21, 2011) (rejecting a claim that condominium association's board breached its fiduciary duty by failing to use its "best efforts" to obtain insurance for marina and boat slips, as no evidence suggested that such coverage "was available for purchase in the marketplace" at the relevant time).
We appreciate that section 718.111(11)(b) does say that "every hazard insurance policy issued or renewed on or after January 1, 2004 ... shall provide coverage" for the specified items, and that insurers—not condominium associations— issue or renew insurance policies. We also
We therefore hold that when considered as a cohesive whole, section 718.111(11), Florida Statutes (2005), is intended to regulate the insurance obligation of condominium associations by: (a) specifying the items that the association is responsible for covering versus the items that the unit owners are responsible for covering; and (b) requiring associations to use their "best efforts" to obtain the coverage it is responsible for securing. The statute was not intended to impose a mandatory insurance obligation upon carriers. We therefore reverse the judgment below to the extent it awards damages for items excluded under Citizens' policies.
We next turn to the question of whether the trial court prematurely entered summary judgment without considering Citizens' objections to certain line item awards. As indicated previously, Citizens refused to pay certain items from the appraisal award, claiming that they were: (a) indisputably not owed pursuant to an agreement of the parties; (b) duplicative of amounts included in other parts of the award; or (c) items that were the responsibility of the unit owners to insure.
As to the first category of the disputed claims, Citizens maintains that prior to the appraisal the parties agreed on the amount owed for roof damage and water extraction loss to Buildings A and C. As for duplication claims, Citizens asserts that certain losses were awarded twice—an example being an amount for replacing the ductwork in an entire building, and another line item amount for replacing the same ductwork in units within the building. Finally, Citizens claims that it properly removed from the award items that the unit owners were responsible for insuring, examples being amounts allocated to interior improvements such as baseboards, marble sills, and light fixtures.
Because appraisal clauses, such as the one agreed upon here, provide a mechanism for the "prompt resolution of claims and discourage the filing of needless lawsuits," Fla. Ins. Guar. Ass'n, Inc., 34 So.3d at 794, they are now commonplace in casualty insurance policies, and favored by courts. Appraisers, however, are charged with the limited task of ascertaining the amount (i.e., dollar value) of loss to the insured's property. See State Farm Fire & Cas. Co. v. Licea, 685 So.2d 1285, 1288 (Fla.1996) ("We interpret the appraisal clause to require an assessment of the amount of a loss."). Then, "`[i]f after such ascertainment of the amount of the loss, it should be found that the insurers were legally liable for such loss, they at once [become] bound for the "amount" ascertained by such arbitrators.'" Id. at 1287
The division of responsibility between the appraisers and court is therefore clear. The appraisers determine the amount of the loss, which includes calculating the cost of repair or replacement of property damaged, and ascertaining how much of the damage was caused by a covered peril as opposed to things such as "`normal wear and tear, dry rot, or various other designated, excluded causes.'" Johnson v. Nationwide Mut. Ins. Co., 828 So.2d 1021, 1025 (Fla.2002) (quoting Licea, 685 So.2d at 1288). The court decides whether the policy provides coverage for the peril which inflicted the damage, and for the particular property at issue; in other words, all coverage matters. See Florida Ins. Guar. Ass'n, Inc., 34 So.3d at 794 ("Issues relating to coverage challenges are questions exclusively for the judiciary.").
Applying this precedent to the particular defenses asserted by Citizens, we first address the contention that the parties reached a pre-appraisal agreement that settled the amount due for roof repairs and extraction for Buildings A and C, an amount Citizens allegedly paid based on this agreement. This defense does not raise a coverage issue, nor does it challenge the "amount of the loss" determined by the appraisers. It therefore does not clearly fall on either side of the jurisdictional dividing line. We hold that such a defense, in the nature of an accord and satisfaction, is one that should have been entertained by the court, as it raises a claim not encompassed by the appraisal clauses in the policies, as well as one that appraisers are ill equipped to decide. Although this claim is not in the nature of a "coverage" issue, it is a legal defense not directed at the amount of the loss. The trial court was therefore obligated to adjudicate it.
As for Citizens' second defense— claiming that certain items awarded are duplicative—we hold that the trial court properly declined to address the matter. If the appraisers improperly duplicated itemized losses, it was incumbent upon Citizens to seek clarification and/or modification of the award. It was not the trial court's duty to ascertain whether the amounts awarded were in fact duplicative—a task which could require the Court to engage in a factual inquiry in order to determine whether the assessed amounts in fact represent cost estimates to perform the "same" work. An alleged mistake of that nature raises an issue directly related to the "amount of loss" sustained to the particular property—an issue solely within the province of the appraisers.
For the reasons discussed above, we reverse the trial court's final judgment and remand this cause with directions that the trial court enter a revised final judgment for the amounts set forth in the appraisal award less:
To the extent the trial court refused to adjudicate Citizens' claims that amounts awarded were duplicative or represent losses to property the unit owners—as opposed to River Manor—were obligated to insure, the judgment is affirmed.
Affirmed in part, reversed in part and remanded with instructions.
GROSS and DAMOORGIAN, JJ., concur.