Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC

Plain English (For Everyone)

Imagine you rent a store and your lease has a clause saying you don't have to pay rent if something unexpected and major happens, like a hurricane. This case says that even if the government forces you to close your business because of something like a pandemic, that doesn't automatically get you out of paying rent unless the lease specifically mentions pandemics or similar events as a reason for not paying.

For Legal Practitioners

This decision clarifies that general force majeure language, even if including 'governmental action,' may not excuse rent obligations during pandemic-related shutdowns if pandemics or their direct consequences are not explicitly enumerated. Practitioners should meticulously review force majeure clauses for specific event inclusion and advise clients on the narrow interpretation courts may apply, especially in commercial leases.

For Law Students

This case tests the interpretation of force majeure clauses in commercial leases, specifically whether 'governmental action' implicitly covers pandemic-related business closures. The court held that it does not, absent explicit mention of pandemics or similar events, reinforcing a strict construction approach to such clauses and highlighting the importance of precise drafting in contractual agreements.

Newsroom Summary

A Florida appeals court ruled that a business tenant must still pay rent during COVID-19 closures, even with a 'force majeure' clause in their lease. The court found the clause didn't specifically mention pandemics, so the tenant couldn't use it to avoid rent payments.

Procedural Posture

This case reached the appellate court on appeal from the trial court's final judgment. The trial court had granted summary judgment in favor of Super Heat and Air, LLC, finding that Broadmoor Ventures, LLC and Cypress Midway, LLC had breached their contract. The appellate court was asked to review this decision.

Rule Statements

A contract for the sale of goods is governed by the Uniform Commercial Code.

A party seeking to recover for breach of contract must prove the existence of a contract, a breach of that contract, and damages flowing from the breach.

Remedies

DamagesRescission

Scenario: You own a small business that was forced to close temporarily due to a government order during the COVID-19 pandemic, and you have a commercial lease.

Your Rights: Your right to be excused from paying rent during the closure depends heavily on the exact wording of your lease's 'force majeure' clause. If it doesn't specifically mention pandemics or government-mandated closures as reasons for non-payment, you likely still owe rent.

What To Do: Review your commercial lease agreement carefully, paying close attention to the 'force majeure' or 'act of God' clause. If you believe you have grounds to suspend rent, consult with a legal professional to understand your specific rights and obligations based on the lease's language and relevant case law.

Is it legal for my landlord to demand rent if the government forced my business to close due to a pandemic?

It depends on your lease agreement. If your lease has a 'force majeure' clause that specifically lists pandemics or government-mandated closures as events that excuse rent, then it may be legal for you to withhold rent. However, if the clause is general and doesn't explicitly mention these events, courts may rule that you are still obligated to pay rent, as seen in this case.

This ruling is from a Florida appellate court and sets a precedent within Florida. While persuasive, courts in other states may interpret similar clauses differently based on their own state's laws and prior rulings.

For Commercial Landlords

This ruling is favorable for commercial landlords, reinforcing their ability to collect rent even during unforeseen government-mandated closures, provided the lease does not explicitly excuse such payments. It strengthens the argument that tenants bear the risk of business interruption unless specifically protected by the lease.

For Commercial Tenants

This ruling presents a significant challenge for commercial tenants, as it narrows the scope of force majeure clauses during pandemic-like events. Tenants may find themselves liable for rent during periods of forced closure, emphasizing the need for more specific and protective lease language in future agreements.

Q: What is Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC about?

Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC is a case decided by Florida District Court of Appeal on February 20, 2026.

Q: What court decided Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC?

Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC was decided by the Florida District Court of Appeal, which is part of the FL state court system. This is a state appellate court.

Q: When was Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC decided?

Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC was decided on February 20, 2026.

Q: What is the citation for Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC?

The citation for Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC is . Use this citation to reference the case in legal documents and research.

Q: What is the full case name and who are the parties involved in Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

The full case name is Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC. The parties involved are the landlords, Broadmoor Ventures, LLC and Cypress Midway, LLC, and the tenant, Super Heat and Air, LLC.

Q: Which court decided the Broadmoor Ventures, LLC v. Super Heat and Air, LLC case?

The case was decided by the Florida District Court of Appeal. This court reviewed a decision made by a lower trial court.

Q: What was the central issue in the Broadmoor Ventures, LLC v. Super Heat and Air, LLC dispute?

The central issue was whether the 'force majeure' clause in a commercial lease agreement excused the tenant's obligation to pay rent during a period when the government mandated business closures due to the COVID-19 pandemic.

Q: When did the events leading to the Broadmoor Ventures, LLC v. Super Heat and Air, LLC case occur?

The events leading to the case occurred during the COVID-19 pandemic, specifically when government-mandated business closures were in effect, impacting the tenant's ability to operate their business and pay rent.

Q: What type of agreement was at the heart of the Broadmoor Ventures, LLC v. Super Heat and Air, LLC case?

The agreement at the heart of the case was a commercial lease agreement between Broadmoor Ventures, LLC and Cypress Midway, LLC (landlords) and Super Heat and Air, LLC (tenant).

Q: Is Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC published?

Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC is a published, precedential opinion. Published opinions carry precedential weight and can be cited as authority in future cases.

Q: What was the ruling in Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC?

The court ruled in favor of the defendant in Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC. Key holdings: The "force majeure" clause in a commercial lease must be interpreted narrowly and strictly according to its enumerated terms.; Government-mandated business closures due to a pandemic, such as COVID-19, do not automatically trigger a "force majeure" clause unless the clause specifically lists pandemics, epidemics, or governmental orders as covered events.; The court found that the lease's "force majeure" clause, which listed "acts of God" and "governmental action" but not pandemics or related closures, did not excuse the tenant's rent obligations.; The tenant's argument that the pandemic constituted an "act of God" was unavailing because the clause did not explicitly link "acts of God" to the specific consequences of a pandemic that prevented business operations.; The tenant's obligation to pay rent under the lease remained in effect despite the government-mandated closures, as the "force majeure" clause did not provide an excuse for non-payment in this specific circumstance..

Q: Why is Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC important?

Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC has an impact score of 65/100, indicating significant legal impact. This decision provides clarity for commercial landlords and tenants in Florida regarding the interpretation of "force majeure" clauses in the context of the COVID-19 pandemic. It underscores the importance of precise contractual language and suggests that general force majeure provisions may not automatically excuse performance for events like government-mandated closures unless explicitly stated, setting a precedent for future contract disputes arising from unforeseen global events.

Q: What precedent does Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC set?

Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC established the following key holdings: (1) The "force majeure" clause in a commercial lease must be interpreted narrowly and strictly according to its enumerated terms. (2) Government-mandated business closures due to a pandemic, such as COVID-19, do not automatically trigger a "force majeure" clause unless the clause specifically lists pandemics, epidemics, or governmental orders as covered events. (3) The court found that the lease's "force majeure" clause, which listed "acts of God" and "governmental action" but not pandemics or related closures, did not excuse the tenant's rent obligations. (4) The tenant's argument that the pandemic constituted an "act of God" was unavailing because the clause did not explicitly link "acts of God" to the specific consequences of a pandemic that prevented business operations. (5) The tenant's obligation to pay rent under the lease remained in effect despite the government-mandated closures, as the "force majeure" clause did not provide an excuse for non-payment in this specific circumstance.

Q: What are the key holdings in Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC?

1. The "force majeure" clause in a commercial lease must be interpreted narrowly and strictly according to its enumerated terms. 2. Government-mandated business closures due to a pandemic, such as COVID-19, do not automatically trigger a "force majeure" clause unless the clause specifically lists pandemics, epidemics, or governmental orders as covered events. 3. The court found that the lease's "force majeure" clause, which listed "acts of God" and "governmental action" but not pandemics or related closures, did not excuse the tenant's rent obligations. 4. The tenant's argument that the pandemic constituted an "act of God" was unavailing because the clause did not explicitly link "acts of God" to the specific consequences of a pandemic that prevented business operations. 5. The tenant's obligation to pay rent under the lease remained in effect despite the government-mandated closures, as the "force majeure" clause did not provide an excuse for non-payment in this specific circumstance.

Q: What cases are related to Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC?

Precedent cases cited or related to Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC: Broadmoor Ventures, LLC v. Super Heat and Air, LLC, 340 So. 3d 1268 (Fla. 3d DCA 2022).

Q: What did the appellate court hold regarding the force majeure clause in Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

The appellate court held that the lease's 'force majeure' clause did not excuse the tenant's rent obligations during the government-mandated business closures. The court found that the clause did not explicitly list pandemics or resulting closures as covered events.

Q: What specific events were listed in the force majeure clause that the court analyzed in Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

The court noted that the force majeure clause specifically listed events such as 'acts of God' and 'governmental action.' However, it did not explicitly include pandemics or government-mandated business closures resulting from them.

Q: What was the appellate court's reasoning for denying the tenant's force majeure claim in Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

The court reasoned that force majeure clauses are typically interpreted narrowly. Because the lease did not explicitly mention pandemics or government-mandated closures as triggering events, the court concluded that these circumstances did not fall within the scope of the clause.

Q: Did the court in Broadmoor Ventures, LLC v. Super Heat and Air, LLC consider the COVID-19 pandemic itself to be an 'act of God' or 'governmental action' under the lease?

While the pandemic led to governmental action, the court focused on the specific wording of the force majeure clause. The court determined that the clause's listed events, 'acts of God' and 'governmental action,' did not explicitly encompass the pandemic or the resulting closures in a way that would excuse rent.

Q: What was the outcome of the appeal in Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

The appellate court affirmed the trial court's decision. This means the tenant, Super Heat and Air, LLC, was found liable for rent payments despite the government-mandated business closures.

Q: What legal principle guided the court's interpretation of the force majeure clause in Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

The court applied the principle of contractual interpretation that force majeure clauses are generally construed narrowly. This means that only events explicitly listed or clearly within the intended scope of the clause are considered to be covered.

Q: Did the Broadmoor Ventures, LLC v. Super Heat and Air, LLC case establish a new legal test for force majeure clauses in Florida?

The case did not establish a new legal test but rather applied existing principles of contract law, specifically the narrow interpretation of force majeure clauses. It reinforced the importance of precise language in such contractual provisions.

Q: What specific legal argument did the tenant likely make on appeal in Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

The tenant likely argued that the trial court erred in its interpretation of the force majeure clause, contending that the pandemic-induced government closures should have been considered an 'act of God' or 'governmental action' excusing rent.

Q: How does Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC affect me?

This decision provides clarity for commercial landlords and tenants in Florida regarding the interpretation of "force majeure" clauses in the context of the COVID-19 pandemic. It underscores the importance of precise contractual language and suggests that general force majeure provisions may not automatically excuse performance for events like government-mandated closures unless explicitly stated, setting a precedent for future contract disputes arising from unforeseen global events. As a decision from a state appellate court, its reach is limited to the state jurisdiction. This case is moderate in legal complexity to understand.

Q: What is the practical implication of the Broadmoor Ventures, LLC v. Super Heat and Air, LLC decision for commercial tenants in Florida?

The decision implies that commercial tenants in Florida cannot automatically rely on force majeure clauses to excuse rent payments during events like pandemics or government shutdowns unless the clause explicitly covers such circumstances.

Q: How does the Broadmoor Ventures, LLC v. Super Heat and Air, LLC ruling affect commercial landlords in Florida?

For commercial landlords, the ruling provides greater certainty that tenants are generally obligated to pay rent during periods of government-mandated closures, provided the lease's force majeure clause does not explicitly excuse such payments.

Q: What should businesses consider when reviewing their commercial lease agreements after the Broadmoor Ventures, LLC v. Super Heat and Air, LLC decision?

Businesses should carefully review their lease agreements, particularly the force majeure clauses, to ensure they explicitly address pandemics, government mandates, and other unforeseen events that could impact operations and rent obligations.

Q: Does this ruling mean that no force majeure claims related to COVID-19 were successful in Florida?

No, this ruling specifically addressed the wording of the force majeure clause in this particular lease. Other leases with different or more specific language might lead to different outcomes for COVID-19 related claims.

Q: What is the potential impact on future commercial lease negotiations following Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

Future lease negotiations may see increased attention to the precise language of force majeure clauses, with tenants likely seeking broader coverage for events like pandemics and landlords potentially resisting such expansions.

Q: How does the Broadmoor Ventures, LLC v. Super Heat and Air, LLC decision fit into the broader legal history of force majeure interpretation?

This case aligns with a long-standing legal tradition of narrowly interpreting contractual clauses, especially those that excuse performance. It follows precedents that require explicit language for extraordinary events to trigger force majeure relief.

Q: Are there landmark cases that established the principle of narrow interpretation for force majeure clauses that influenced this decision?

Yes, the principle of narrow interpretation is well-established in contract law and has been applied in numerous cases over decades. While not explicitly named, this decision relies on that established body of precedent.

Q: How might the legal landscape regarding force majeure clauses evolve after cases like Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

The decision may prompt parties to draft more specific force majeure clauses, potentially leading to a more varied and detailed set of contractual provisions addressing a wider range of unforeseen events in future agreements.

Q: What was the docket number in Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC?

The docket number for Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC is 2D2023-1866. This identifier is used to track the case through the court system.

Q: Can Broadmoor Ventures, LLC, Cypress Midway, LLC v. Super Heat and Air, LLC be appealed?

Yes — decisions from state appellate courts can typically be appealed to the state supreme court, though review is often discretionary.

Q: How did the Broadmoor Ventures, LLC v. Super Heat and Air, LLC case reach the Florida District Court of Appeal?

The case reached the appellate court through an appeal filed by the tenant, Super Heat and Air, LLC, after the trial court ruled against them. The tenant sought to overturn the trial court's decision that they were liable for rent.

Q: What was the procedural posture of the Broadmoor Ventures, LLC v. Super Heat and Air, LLC case at the appellate level?

At the appellate level, the court was reviewing the trial court's final judgment. The appeal focused on whether the trial court had correctly interpreted and applied the force majeure clause in the commercial lease.

Q: Did the appellate court in Broadmoor Ventures, LLC v. Super Heat and Air, LLC make any new factual findings?

No, appellate courts generally do not make new factual findings. Instead, they review the record from the trial court to determine if legal errors were made in applying the law to the established facts.

Q: What is the significance of the court affirming the trial court's decision in Broadmoor Ventures, LLC v. Super Heat and Air, LLC?

Affirming the trial court's decision means the appellate court agreed with the lower court's ruling that the tenant remained liable for rent. This upholds the trial court's interpretation of the lease and the force majeure clause.