By Steven M. Katzman

A restaurant group signs a ten-year lease for a ground-floor space in a new Fort Lauderdale mixed-use building. The lease promises exclusive rights to full-service dining, a tenant improvement allowance paid in installments, and a common area maintenance charge capped at a fixed percentage increase per year. Two years in, the landlord leases a neighboring bay to a second full-service restaurant, the final TI installment has not been paid, and the CAM reconciliation shows an increase three times the cap. The tenant stops paying rent in protest. Thirty days later it is served with an eviction complaint, and it has five business days to deposit every dollar of the withheld rent into the court registry or lose every defense it has.

That sequence plays out constantly in Florida, in both directions. Commercial leases are negotiated documents between sophisticated parties, and Florida law gives them wide latitude to write their own rules. But Part I of Chapter 83 of the Florida Statutes, §§ 83.001-83.251, supplies a set of procedural and remedial rules that operate whether or not the lease mentions them, and several of them are unforgiving. Residential tenants have a separate statute in Part II with protections commercial tenants do not share.

This article covers the rules that decide most Florida commercial lease disputes, and the decisions each side should make before the fight starts.

The lease controls, and Florida enforces it as written

The starting point in any commercial lease dispute is the lease itself. Florida courts treat a commercial lease as a contract between parties presumed capable of protecting themselves, and they enforce its terms as written, including terms that allocate risk heavily to one side. There is no general statutory warranty of habitability for commercial premises, no statutory limit on security deposits, and no statutory duty to mitigate of the kind residential landlords carry.

Several recurring provisions deserve attention before any dispute begins:

Default and cure provisions, which specify the notice a landlord must give and the time a tenant has to cure before the landlord may exercise remedies. A landlord who skips a contractual notice can lose an otherwise sound eviction.
Independent covenant clauses, which make the tenant’s obligation to pay rent independent of the landlord’s obligations. Under such a clause, a landlord’s breach is a claim for damages, not a license to withhold rent.
Attorney’s fee provisions. Under Fla. Stat. § 57.105(7), a contractual fee provision that benefits only one party is reciprocal as a matter of law. A landlord-drafted clause entitling only the landlord to fees entitles a prevailing tenant to fees as well.
Jury waivers, which Florida courts generally enforce in commercial leases when knowingly and voluntarily made.
Confession of judgment clauses, which are common in leases drafted in other states and are void in Florida under Fla. Stat. § 55.05 to the extent they authorize a judgment to be confessed before an action is brought.

Because the lease supplies most of the rules, the most valuable early work in any dispute is a careful reading of the whole document, every amendment, the guaranty, and any estoppel certificates the tenant has signed. Estoppel certificates, in particular, can foreclose claims a tenant has not yet realized it has.

The eviction process: notice, summary procedure, and county court

A commercial landlord recovers possession through the court process in Fla. Stat. § 83.20 and § 83.21.

The notice. For nonpayment of rent, § 83.20(2) requires a written demand for payment of the rent or possession of the premises within three days after delivery of the notice. For other breaches of the lease that give rise to a forfeiture, § 83.20(3) requires 15 days’ written notice demanding that the tenant cure the breach or surrender possession. The notice must be accurate: a demand for more than the rent actually due, or a notice that includes charges the lease does not treat as rent, invites a defense.

Summary procedure. An action for possession proceeds under the summary procedure in Fla. Stat. § 51.011, which requires the tenant to answer within five days after service, excluding weekends and legal holidays. Possession actions are typically filed in county court; damages claims above the county court’s jurisdictional limit belong in circuit court and are often filed as a separate count on the ordinary 20-day answer schedule.

Self-help. Florida’s express statutory prohibition on self-help evictions, § 83.67, applies to residential tenancies only. That does not make a commercial lockout safe. A landlord that changes the locks without clear lease authority, or does so in a way that breaches the peace, risks claims for wrongful eviction, breach of the covenant of quiet enjoyment, and conversion of the tenant’s property and business. The court process is faster than most landlords expect and carries none of that exposure.

The rent deposit rule that decides most contested evictions

Fla. Stat. § 83.232 is the single most important statute in Florida commercial eviction practice, and the one tenants most often learn about too late.

In an action for possession based on nonpayment of rent, or in which the tenant raises any defense other than payment, the tenant must pay into the registry of the court the accrued rent as alleged in the complaint, or as determined by the court, and the rent that accrues during the pendency of the case, when due. If the tenant disputes the amount, it must file a motion to determine the amount of rent to be deposited, supported by documentation.

The consequence of missing that step is spelled out in the statute: failure to deposit the rent, or to file the motion to determine rent, within five days, excluding Saturdays, Sundays, and legal holidays, after service of process constitutes an absolute waiver of the tenant’s defenses other than payment, and the landlord is entitled to an immediate default for possession without further notice or hearing. The same rule applies to rent that comes due later in the case and is not deposited.

Three practical points follow.

Withholding rent is rarely a strategy. A tenant with legitimate grievances (a violated exclusive, an unpaid TI allowance, a CAM overcharge, a building that leaks) that stops paying rent will almost always have to deposit the withheld amount anyway to be heard. The dispute then proceeds with the money in the registry and the tenant’s leverage largely gone. The better course is usually to pay under protest and pursue the claims, or to negotiate a standstill in writing.

The motion to determine rent is not a formality. It is the tenant’s only mechanism for challenging the amount alleged, and it must be filed within the same five-day window with documentation that supports a different figure. Florida courts have treated a bare motion as insufficient.

Landlords win on this statute alone. In a large share of contested commercial evictions, the landlord’s path to possession runs entirely through § 83.232: file the complaint, serve it, and move for default when the deposit does not arrive. The merits of the tenant’s defenses are never reached.

The landlord’s lien and distress for rent

Florida gives commercial landlords a statutory lien that does not depend on the lease. Under Fla. Stat. § 83.08, a landlord has a lien for rent on the tenant’s property usually kept on the premises, and on other property of the tenant, with priority over liens acquired after the property was brought onto the premises. The lien arises by operation of law; it does not require a UCC filing.

The lien is enforced through distress for rent under §§ 83.11-83.19. The landlord files a sworn complaint in county court, posts a bond, and obtains a distress writ that allows the sheriff to levy on the tenant’s property on the premises. The tenant may recover the property by posting its own bond, and may contest the claim.

Distress for rent is a powerful remedy against a tenant that is operating and has valuable equipment, inventory, or furniture on site, particularly one that appears ready to remove it. It is also a remedy with pitfalls. The lien’s priority against a tenant’s secured lender depends on timing and on the lender’s documents, and many commercial leases contain a landlord’s lien waiver or subordination negotiated at signing for the benefit of the tenant’s bank. Check the lease and any landlord waiver before assuming the lien is first.

Holdover tenants and double rent

A tenant that stays past the end of the term creates its own dispute.

Under Fla. Stat. § 83.04, when a written lease for a fixed term expires and the tenant stays in possession without renewing the lease in writing, the holdover is a tenancy at sufferance. The landlord’s mere acceptance of rent does not renew the term. If the holdover continues with the landlord’s written consent, it becomes a tenancy at will.

Fla. Stat. § 83.06 gives the landlord a remedy that most tenants do not anticipate: when a tenant refuses to give up possession at the end of the lease, the landlord may demand double the monthly rent for the holdover period. The demand is the trigger, and it should be made in writing and dated. Many leases add their own holdover rent, commonly 150 to 200 percent of the final rent, and landlords should consider how the contractual and statutory remedies interact before choosing one.

When the tenant abandons: the three options

When a commercial tenant defaults and walks away, Florida law gives the landlord a choice. The Florida Supreme Court set out the options in Williams v. Aeroland Oil Co., 20 So. 2d 346 (Fla. 1944), and they remain the framework:

Terminate the lease and retake possession for the landlord’s own account. This ends the tenant’s obligation to pay future rent under the lease, subject to any lease provision that survives termination and makes the tenant liable for damages.
Retake possession for the tenant’s account, relet the premises, and hold the tenant liable for the difference between the lease rent and what the landlord recovers on reletting, after reasonable reletting expenses.
Stand by and do nothing, leaving the lease in place, and sue for rent as it comes due, or for the full remaining rent if the lease contains an acceleration clause.

The choice has consequences, and it is made by conduct as much as by words. A landlord that retakes the premises and begins renovating them for a new tenant on different terms may be found to have terminated the lease for its own account, extinguishing the claim for future rent unless the lease preserves it. Landlords should put their election in writing and act consistently with it.

Mitigation. Florida’s statutory mitigation rules for residential landlords, in § 83.595, do not apply to commercial tenancies. Under the third option, a commercial landlord has generally not been required to relet. Many leases, however, impose a contractual duty to use reasonable efforts to relet, and a landlord that has agreed to one is bound by it.

Acceleration. Florida enforces rent acceleration clauses in commercial leases, but the remedy has limits. An accelerated award is generally discounted to present value, and a landlord that accelerates the rent and then relets the premises cannot keep both the accelerated rent and the new tenant’s rent. The reletting proceeds must be credited.

Claims tenants bring

Commercial tenants are not only defendants. The claims they bring most often include:

Constructive eviction. Where the landlord’s conduct or failure to act renders the premises unfit for the purpose leased, a tenant may treat itself as constructively evicted. The claim has a demanding requirement: the tenant generally must vacate the premises within a reasonable time. A tenant that stays in possession and stops paying rent has a § 83.232 problem, not a constructive eviction defense.

Breach of the covenant of quiet enjoyment, where the landlord or someone claiming under it interferes with the tenant’s possession.

Exclusive use and co-tenancy violations. Exclusives, radius restrictions, and co-tenancy clauses tied to anchor tenants are among the most valuable rights a retail tenant negotiates and among the most litigated. The remedies are usually specified in the lease: rent reduction, a right to terminate, or both. Their enforceability, and whether the landlord’s leasing decision actually triggered them, depends on precise drafting.

CAM and operating expense overcharges. Common area maintenance, insurance, and tax pass-throughs are a frequent source of disputes, particularly after large insurance increases in South Florida. Most leases give the tenant a limited window, commonly measured in months after receipt of the annual reconciliation, to object or audit. Missing that window can waive the objection.

Tenant improvement allowances and delivery failures. A landlord that fails to deliver the premises on time or in the condition required, or fails to fund a promised TI allowance, faces claims for damages and, depending on the lease, rent offsets or termination rights. Our guide to construction and real estate litigation in Florida covers the construction side of those disputes, including construction liens. On that point, landlords should know Fla. Stat. § 713.10, which protects the landlord’s interest from liens for a tenant’s improvements where the lease expressly prohibits such liability and the lease or a notice of the prohibition is properly recorded.

Wrongful eviction and conversion, where a landlord resorted to self-help or seized property outside the distress process.

Personal guaranties

Most small and mid-sized commercial leases are backed by a personal guaranty from the tenant’s principals. In practice the guaranty is often worth more than the tenant entity, and it is frequently the real subject of the litigation.

A guaranty must be in writing and signed under Florida’s statute of frauds, Fla. Stat. § 725.01. Beyond that, the guaranty’s terms control: whether it is a guaranty of payment or of collection, whether it is capped or limited to a period (a “good guy” guaranty that ends when the tenant surrenders the premises in good condition), whether it survives assignment of the lease and amendments made without the guarantor’s consent, and whether the guarantor waived notice and defenses. Well-drafted guaranties typically waive nearly every defense available to a guarantor; poorly drafted ones leave room for the argument that a material modification of the lease without consent released the guarantor.

Our guides to breach of contract in Florida and collecting a judgment in Florida cover the contract principles and the enforcement tools that apply once a guaranty judgment is entered, including the homestead and head-of-family exemptions that frequently decide what a guarantor actually pays.

When the tenant files bankruptcy

A tenant bankruptcy changes the landscape immediately. The automatic stay under 11 U.S.C. § 362 halts the eviction and collection efforts, subject to relief from stay and to exceptions for leases that expired by their own terms before the filing.

Two provisions shape the landlord’s position:

Under 11 U.S.C. § 365(d)(4), a debtor must assume or reject a nonresidential real property lease within 120 days of the petition date, extendable once by 90 days for cause, after which the lease is deemed rejected and the premises must be surrendered. Until then, § 365(d)(3) generally requires the debtor to perform its lease obligations as they come due.
Under 11 U.S.C. § 502(b)(6), a landlord’s claim for damages from rejection of the lease is capped at the rent reserved for the greater of one year or 15 percent of the remaining term, not to exceed three years, plus unpaid rent due as of the earlier of the petition date or the date the landlord repossessed the premises.

The cap does not apply to a guarantor who is not in bankruptcy, which is one more reason the guaranty is often the landlord’s most important asset.

The deadlines

Three days after delivery of a proper notice before an eviction for nonpayment may be filed; 15 days after notice to cure other breaches that give rise to a forfeiture.
Five days, excluding weekends and legal holidays, to answer an eviction complaint and to deposit rent or move to determine it under § 83.232.
Five years for an action on a written lease or guaranty under Fla. Stat. § 95.11(2)(b), and four years for an action on an unwritten lease under § 95.11(3).
120 days (extendable by 90) for a bankrupt tenant to assume or reject the lease.
Contractual windows for CAM audits, estoppel responses, renewal options, and cure periods, which are often measured in days and weeks and can be the most consequential deadlines of all.

A note on taxes: Florida’s state sales tax on commercial rent was repealed effective October 1, 2024. Disputes over tax pass-throughs for earlier periods, and audit exposure for those periods, still arise.

If you are the landlord

Read the default and notice provisions before sending anything. A notice that misstates the amount due or skips a contractual cure period gives the tenant a defense it did not have.
Serve the § 83.20 notice precisely, then file promptly and move for default under § 83.232 the day the deposit deadline passes.
Decide on distress for rent early if the tenant has valuable property on site and appears ready to leave, and check for a lien waiver in favor of the tenant’s lender.
Make your election in writing when a tenant abandons, and act consistently with it.
Pursue the guarantor in the same action where the guaranty permits it.
Stay away from self-help.

If you are the tenant

Do not stop paying rent to make a point. Under § 83.232, you will usually have to deposit it anyway to be heard.
Calendar the five-day window the moment you are served, and if the amount alleged is wrong, file a documented motion to determine rent within it.
Put your grievances in writing and follow the lease’s notice provisions, so that the landlord’s defaults are documented before any eviction.
Audit CAM reconciliations inside the lease’s objection window.
Do not claim constructive eviction while staying in possession.
Read the guaranty if you signed one, and understand whether surrender of the premises limits your personal exposure.

Frequently asked questions

Can my commercial landlord lock me out without going to court? Florida’s statutory ban on self-help eviction applies to residential tenancies, not commercial ones. But a commercial lockout without clear lease authority, or one that breaches the peace, exposes the landlord to claims for wrongful eviction, breach of quiet enjoyment, and conversion. Most landlords use the court process, and should.

Can I withhold rent because my landlord is in breach? Rarely safely. Most commercial leases make rent an independent obligation, and under § 83.232 a tenant sued for possession must deposit the rent alleged into the court registry within five business days or lose all defenses other than payment. Withholding usually just moves the money into the registry.

What if the landlord is claiming more rent than I owe? File a motion to determine the amount of rent to be deposited, with supporting documentation, within the same five-day window. Filing the motion is what preserves your defenses while the court decides the amount.

What happens if I stay after my lease ends? Without a written renewal, you become a tenant at sufferance, and the landlord’s acceptance of rent does not renew the lease; with the landlord’s written consent, you become a tenant at will. If you refuse to give up possession, § 83.06 allows the landlord to demand double rent for the holdover period, and many leases impose their own holdover rent as well.

Does my landlord have to re-rent the space if I leave early? Not necessarily. Florida’s residential mitigation statute does not apply to commercial leases. Under Florida law, a commercial landlord may generally choose to leave the lease in place and sue for rent as it comes due, unless the lease requires reasonable efforts to relet. If the landlord does relet for your account, the new rent must be credited against what you owe.

Am I personally liable for my company’s lease? Only if you signed a personal guaranty, or another agreement that makes you personally liable. If you did, its terms decide the scope of your exposure, including whether it is capped, whether it ends when the premises are surrendered, and whether it survived later amendments to the lease.

My lease says only the landlord can recover attorney’s fees. Is that enforceable? Not as written. Section 57.105(7) makes one-sided contractual fee provisions reciprocal, so a prevailing tenant can recover fees under the same clause.

How long does a landlord have to sue for unpaid rent? Generally five years for a claim on a written lease or guaranty. That is the outside limit; the practical deadlines in a lease dispute are almost always much shorter.

Talk to a Florida commercial lease attorney

Commercial lease disputes are decided by the lease and by a handful of statutes that move faster than ordinary litigation. For landlords, the advantage goes to the side that serves precise notices, uses the registry statute and the distress remedy correctly, makes a clean election when a tenant leaves, and pursues the guarantor. For tenants, it goes to the side that documents the landlord’s defaults, keeps paying or deposits rent while it fights, meets the five-day window, and understands its guaranty before it signs anything else.

KWBR’s real estate and construction, complex commercial litigation, and business transactions practices represent Florida landlords, tenants, and guarantors in lease negotiations, evictions, distress proceedings, guaranty enforcement, and exclusive use and CAM disputes, from our Boca Raton, Fort Lauderdale, and Orlando offices. If a lease dispute is building, or you have just been served with an eviction complaint, contact us right away. In a commercial eviction, the first deadline is measured in days.

This article is for general informational purposes and is not legal advice. Lease terms, statutes, and case law vary, and every matter turns on its own facts; consult a qualified Florida attorney about your situation.

Commercial Lease Disputes in Florida: The Rent Deposit Rule, the Landlord's Lien, and the Remedies Each Side Actually Has