You found a recorded restriction on your commercial property, and it may block a build-out, a change of use, or a sale. A restrictive covenant on commercial property in Florida is a recorded, private limit on how land can be used, built on, or changed.
It is enforced through civil court or arbitration, not by a code inspector. Below, we explain how these covenants are created, how they bind later owners, and which defenses can come up.
What a Restrictive Covenant Means for Commercial Property in Florida
A restrictive covenant is a private promise written into a recorded document that limits what an owner can do with land. Zoning works differently. Local government sets zoning rules, and code officials enforce them.
Commercial covenants often restrict the type of business allowed, building height or setbacks, signage, parking, or exclusive-use rights in a shopping center. One store may have promised that no other tenant will sell the same products.
A covenant can be a small detail on a title report, yet it can stop a project. That’s why the exact wording matters more than a general summary of what the owner meant. This page covers recorded covenants on commercial and mixed-use land. For the broader topic, see the firm’s real estate litigation page.
If a recorded covenant is standing between you and a planned build-out, change of use, or sale, you don't have to work through the recorded language alone, and our team is ready to talk it through. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
How Restrictive Covenants Are Created and Recorded
Covenants usually start in a recorded document, such as a developer’s declaration, a plat, an earlier deed, or an agreement between neighbors. § 689.01
To find a restriction, start with the title commitment or title report. Then pull the recorded plat and the deed chain. Read the exact recorded language, not someone’s summary of it.
Amendments and releases can be recorded later. The current version of the document usually matters more than the original. A side agreement between neighbors is still a contract, so it needs an offer, acceptance, consideration, and clear essential terms. St. Joe Corp. v. McIver
How Notice Binds Later Owners and Tenants
Recorded documents sit in the public record for the property. Title review is how you find them before closing.
A tenant signing a lease for a restaurant, office, or retail unit should compare the planned use with the recorded covenants in the owner’s chain of title. A lease can say one thing while a recorded covenant says another.
Check the date and form of each recorded document, not just the one the seller showed you. Restrictions that were never recorded, or that a buyer actually knew about before closing, can raise different questions. The facts of each deal decide the analysis. Owners and buyers who skip this check can end up in a dispute nobody planned for.
How Long a Covenant Lasts Under Florida Law
There is no single answer for every covenant, so its age and recorded history both matter. Florida’s time limits depend on the type of claim. A covenant claim may fall under a different rule. § 95.12
For a covenant violation, the date the prohibited use or construction begins can be the key event. § 95.031
Pull the official records for later amendments, releases, or notices that change the restriction. Write down each date as you learn it, because those dates build the timeline.
Can a Restrictive Covenant Be Enforced, and Who Can Enforce It?
The recorded document usually decides who can enforce a covenant and what remedy they can seek. Common requests include a court order to stop a use or construction, damages for a violation, or a ruling on what the recorded language means.
Venue follows Florida’s filing rules. A case may be filed in the county where the property is located, Hillsborough County for a Tampa-area property, or where the defendant lives or the claim arose. § 47.011 That rule does not apply to actions against nonresidents.
§ 682.02 Under § 682.02, the court decides whether an agreement to arbitrate exists or whether a controversy is subject to an agreement to arbitrate. § 682.03
Disputes often begin with a demand letter, an owners’ association notice, or a title issue during a sale. Respond early and keep every copy and date. Civil cases in Florida follow the Florida Rules of Civil Procedure.
Defenses That Can Affect Enforcement
The main defenses turn on the recorded wording, the other side’s conduct, and how long the enforcing party waited to act. Each one needs proof from the file.
Florida courts say a contract that violates the constitution or a statute is void and will not be enforced. Taboada v. Duarte Whether that reaches a particular covenant depends on its terms and the law it touches.
Ratification is another defense. Under one general Florida rule, ratification occurs when a party entitled to rescind a voidable contract fails to do so after learning the facts. Flaherty v. Flaherty That rule is general, not automatic, so the facts of each case control.
Other defenses rest on conduct. A long delay in objecting can support an argument based on laches. Keep records of each violation and each response.
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.
When to Contact Ayala Law PA About a Covenant Dispute
A recorded covenant that blocks a planned use, build-out, or sale is the point to get a clear read on your position. Gather these items before you reach out:
- The recorded covenant and any amendments or releases
- The title commitment or title report
- Any notice, demand letter, or association letter
- Photos of the use or construction at issue
- A dated timeline of each event
Ayala Law PA focuses on business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation, and international trade litigation in Florida courts and arbitration. Eduardo A. Maura is the lawyer responsible for this page. The firm’s office is at 1646 W Snow Ave, Tampa, and the firm represents businesses in Hillsborough County and the Tampa Bay area. The firm serves businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the Tampa Bay area. Fee terms are explained directly when you contact the office.
Is a restrictive covenant the same as zoning?
No. Zoning comes from local government. A restrictive covenant is a private promise in a recorded document.
Can a recorded restriction bind a buyer who never read it?
It can. That is why title review matters before any purchase or lease.
Where can a covenant lawsuit be filed in Hillsborough County?
A case can be filed where the property is located, among other places. § 47.011
If a recorded covenant stands between you and a planned build-out, change of use, or sale, you don’t have to sort out the recorded language on your own. Request a case evaluation through the Ayala Law PA contact page or call (305) 570-2208.
