## Facts

- A condominium declaration required prior written board consent for any sale, lease, assignment, or transfer of a unit interest.
- The declaration authorized the board to withhold consent “arbitrarily, capriciously, or unreasonably.”
- The declaration also provided that, upon violation of covenants and restrictions, title would “immediately revert” to the association, with the association paying the former owner the unit’s fair appraised value under specified procedures.
- A unit owner who was also a board member sold her unit to Aquarian Foundation, Inc. without obtaining written board consent.
- The condominium association sued to void the deed, eject Aquarian, and obtain relief under the reverter/compensation provision.
- After a nonjury trial, the court ruled for the association, declared the conveyance null and void, ordered eviction, and retained jurisdiction to determine valuation, damages, fees, and costs.
- Aquarian appealed, arguing the declaration’s transfer restrictions and reverter mechanism imposed an unlawful restraint on alienation.

## Issues

1. Whether a condominium declaration that permits the association to withhold transfer consent “arbitrarily, capriciously, or unreasonably,” backed by an automatic reverter of title with later payment of fair appraised value, constitutes an unreasonable restraint on alienation and is unenforceable.

## Decision

- The appellate court reversed the judgment for the association.
- The court held the consent provision created an unreasonable restraint on alienation because it granted unlimited, effectively perpetual power to block transfers.
- The court concluded the reverter/compensation language did not cure the restraint because it did not impose a meaningful, timely purchase obligation or other mechanism ensuring market-value realization within a reasonable time.
- The conveyance could not be set aside, and ejectment and related relief premised on the invalid restraint could not stand.

## Legal Principles

- Condominium ownership can justify transfer restrictions, but such restrictions remain subject to the general rule that unreasonable restraints on alienation are invalid as against public policy.
- A transfer-approval clause is facially invalid where it grants an association unreviewable discretion to deny consent for any reason or no reason, thereby seriously impairing marketability.
- A purported compensation or reversion provision does not validate an otherwise unreasonable restraint if it lacks enforceable duties that protect alienability, such as a defined obligation to purchase or secure a purchaser at fair market value within a reasonable time.

## Conclusion

The court held that a condominium declaration allowing arbitrary denial of transfer consent, coupled with an automatic reverter and only a delayed, noncompulsory compensation mechanism, imposed an unreasonable restraint on alienation and was unenforceable, requiring reversal of the judgment voiding the sale and ordering ejectment.


Aquarian Found., Inc. v. Sholom House, Inc., 448 So. 2d 1166 (Fla. Dist. Ct. App. 3d Dist. 1984)