Your business has money held by a landlord under a security deposit, and that money is now in dispute. The first question is which rules apply, and the answer starts with the lease.
For most commercial leases, the lease sets the deposit terms. Part I of Chapter 83 of the Florida Statutes governs nonresidential tenancies, § 83.001, so the residential deposit rules in a separate part of the chapter do not control a storefront, office, or warehouse lease. This page explains what each side must show in a commercial lease security deposit dispute in Florida, and which steps protect a claim. Ayala Law PA focuses on business litigation, commercial litigation, contract disputes, construction litigation, and real estate litigation in Florida courts and arbitration.
Why a Commercial Deposit Dispute Is Different From a Residential One
Readers often start with residential rules, and that leads to the wrong questions.
The deposit itself can play several roles. It may secure unpaid rent and damage, act as a prepayment of rent, or do both. The lease language usually decides which role it plays. Whether the landlord or the tenant comes out ahead depends on the facts and the lease wording.
If your landlord kept part of your business deposit or is demanding money you dispute, our team can review the lease with you. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What the Lease Language Controls
The lease decides most deposit questions, starting with the amount, where the money is held, and when it must come back. Check the amount, whether the landlord must keep it in a separate account, and whether it earns interest. Also check the deductions the lease allows, the move-out condition the tenant must meet, and the return deadline.
Notice terms matter. Many leases require a written, itemized claim and a set notice period before any deduction. A deduction that skips those steps can be challenged, even if the underlying charge is real.
Amendment and integration clauses decide whether a side email or text about the deposit counts. A written amendment signed by both parties is the clearest way to change a deposit term.
Unfair terms can fail. A Florida court will refuse to enforce a contract term as unconscionable only when it finds both procedural and substantive unfairness. Basulto v. Hialeah Automotive Both the procedural and substantive aspects of unconscionability must be present, although not necessarily to the same degree, and both should be evaluated interdependently rather than as independent elements.
Tenant Recovery: What a Business Must Show to Get the Deposit Back
Proof starts at move-out. Take dated photos and video of every room, keep the walk-through checklist, and return keys in writing. Save every message about the space. A missing photo set leaves a tenant arguing from memory.
Review the landlord’s itemized deductions line by line. Common charges include unpaid rent, utilities, repairs, and restoration work. Challenge any charge that goes beyond the lease terms or the actual loss, and ask for the invoices.
The lease’s remedies and fee clauses control that question. If the lease allows fees for enforcing it, Florida law lets the court allow fees to the other side when that side prevails, for contracts entered into on or after October 1, 1988. § 57.105
Landlord Defense: Deducting From a Deposit and Documenting the Claim
Tie each deduction to a lease clause. Keep repair invoices, move-in and move-out condition records, and a rent ledger through the last day of the lease.
Holding back the full deposit with no lease basis is risky. Monetary sanctions may not be awarded on the then-existing-law ground if the claim or defense was presented as a good faith argument for the extension, modification, or reversal of existing law or the establishment of new law, with a reasonable expectation of success. § 57.105 lets the court award a reasonable attorney’s fee to the prevailing party, paid in equal amounts by the losing party and its attorney, on a claim or defense they knew or should have known was not supported by the material facts or then-existing law. However, an attorney who acted in good faith on the client’s account of the facts is not sanctioned. A represented party is not sanctioned on the then-existing-law ground. The motion must first be served and allowed 21 days for withdrawal or correction. Monetary sanctions may not be awarded on the then-existing-law ground if the claim or defense was presented as a good faith argument for the extension, modification, or reversal of existing law or the establishment of new law, with a reasonable expectation of success.
Holdover matters too. Section 57.105 addresses attorney’s fees and sanctions and is supplemental to other remedies available under law; a tenant’s holdover and any double-rent remedy are governed by the lease and other applicable Florida law. The lease should say so in plain terms.
Timing, Notice, and Steps That Protect a Claim
The date of your written demand and the date the lease ended can shape both sides’ positions. Pin down those dates from the lease and the move-out records.
Florida law says a cause of action accrues when its last element occurs. § 95.031 provides that, except as provided in subsection (2), in s. 95.051 and elsewhere in these statutes, the time to sue runs from when the cause of action accrues, which is when the last element constituting the cause of action occurs. § 95.03 provides that any provision in a contract fixing the period of time within which an action arising out of the contract may be begun at a time less than that provided by the applicable statute of limitations is void. Flaherty v. Flaherty
Practical steps:
- Keep the lease, every amendment, and all deposit records.
- Collect move-out photos, messages, and the landlord’s statement.
- Calculate the amount claimed on each side.
- Send a written demand that cites the lease clause.
Some deposit disputes settle through a demand letter or negotiation. Mediation is not automatic. Florida’s court-ordered mediation rule excludes landlord and tenant disputes without a personal injury claim from mandatory referral. § 44.102 The American Arbitration Association describes arbitration and mediation as alternatives for commercial disputes. The lease may require its own dispute process, so read it first.
Where Construction, Real Estate, and Business Claims Overlap
A deposit claim often sits inside a larger fight over the space, the build-out, or the rent.
A build-out dispute can run alongside a deposit claim. Tenant improvements left unfinished, or restoration work a contractor performed, can both drive the amount withheld. Questions about possession and lease termination fall under real estate litigation. A rent default or a dispute over a personal promise to cover rent can turn a deposit fight into a broader commercial dispute.
A business may be tempted to label a deposit fight as fraud. Under Third District law, a party generally cannot recover in tort for a contract dispute unless the tort is independent of the breach. Frutafino, S.A.S. v. Dole Chile, S.A. A label alone does not change the claim.
The firm focuses on business litigation, commercial litigation, contract disputes, construction litigation, and real estate litigation in Florida courts and arbitration.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Talking With Eduardo A. Maura About a Commercial Deposit Dispute
Eduardo A. Maura is the responsible lawyer for this page. Our support staff helps with scheduling and document intake.
The firm’s only office is at 1646 W Snow Ave in Tampa. Businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the Tampa Bay area can contact the firm by phone at (305) 570-2208.
Some matters may be referred to another lawyer or firm. Have the lease and a short timeline of the move-out events ready when you call, so the first conversation stays focused. Ask about fee terms for a case evaluation at that time.
Bringing Your Lease and Deposit Records to a Case Evaluation
Gather the signed lease, every amendment, the deposit receipt or ledger, move-out photos, the landlord’s itemized statement, and your rent payment history. Put them in date order with the key letters and emails.
Picture a business that closed its location, returned the keys, and then received a statement keeping the whole deposit with no itemization. Or picture a landlord who demands money after the tenant has left and disputes the walk-through. In either case, the lease terms and the paper trail set the next step.
If your landlord has kept part of your deposit, send your lease and records through the contact form to request a case evaluation.
Frequently Asked Questions
Does the residential deposit law apply to a commercial lease in Florida?
Generally not. Part I of Chapter 83 covers nonresidential tenancies, and the lease is usually the main source of deposit terms. § 83.001
Where can a commercial lease deposit lawsuit be filed in Florida?
The case goes in the county where the defendant resides, where the claim arose, or where the property is located. This venue rule does not apply to suits against nonresidents. § 47.011
Do commercial lease deposit disputes have to go to mediation?
Not automatically. The court-ordered mediation rule excludes landlord and tenant disputes without a personal injury claim from mandatory referral. § 44.102
Should a commercial lease deposit dispute go to court or arbitration?
The lease usually decides that. A written arbitration agreement is generally enforceable under Florida’s arbitration statute. § 682.02
Can a business recover attorney’s fees in a deposit dispute?
It may be possible if the lease allows fees for enforcing it. Florida law lets a court allow those fees to the party that prevails. § 57.105
