## Facts

- Alice R. Culley and her husband owned a condominium unit (Apartment 548, Villa Raphael) at San Remo Condominium in Florida in fee simple.
- Arthur J. Chianese and Rose A. Chianese contracted to purchase the unit from the Culleys.
- The San Remo Declaration of Condominium included Article XII(F), which restricted transfers by owners other than the developer.
- Article XII(F) required association approval for any sale or lease of a unit (except transfers to another unit owner) and permitted the association, within defined limits, to approve the proposed transferee or supply an alternate purchaser/lessee on the same terms.
- San Remo, Inc. and its directors invoked Article XII(F) and provided an alternate purchaser for the unit.
- The Culleys refused to close the sale to the Chianeses after the association’s intervention.
- The Chianeses sued in federal court asserting (1) Article XII(F) was an unlawful restraint on alienation and (2) defendants discriminated against them based on religion or national origin.
- After suit was filed, the Culleys executed a warranty deed conveying the unit to the Chianeses, but San Remo continued to refuse to recognize the transaction.
- By stipulation, the court addressed only the facial legality of Article XII(F) as a restraint on alienation; the discrimination claim and other claims were not decided in the order.

## Issues

1. Whether Article XII(F) of a condominium declaration—requiring association approval of sales/leases and allowing the association to provide an alternate purchaser on the same terms—constitutes an unlawful restraint on alienation under Florida law.

## Decision

- The court held that Article XII(F) did not constitute an illegal restraint on alienation.
- The court treated the clause as a qualified transfer restriction (functionally similar to a right of first refusal) that preserved the owner’s ability to sell on the same economic terms.
- The court limited its ruling to the restraint-on-alienation question and did not reach the discrimination allegations or other pending claims.

## Legal Principles

- In the condominium context, transfer restrictions in a recorded declaration may be enforceable if they are reasonable and consistent with condominium policy and public policy.
- A restriction requiring association approval, coupled with a mechanism obligating approval or an alternate purchaser on the same terms within defined limits, is generally a qualified (not absolute) restraint and may be lawful.
- Courts may give weight to the condominium’s contractual and common-ownership structure, including that purchasers take title subject to recorded declaration provisions.
- Facial validity of a transfer restriction can be adjudicated separately from claims that the restriction was applied discriminatorily or otherwise unlawfully in a particular case.

## Conclusion

The court upheld a condominium declaration provision requiring association approval of transfers and permitting the association to supply an alternate buyer on the same terms, concluding it was a reasonable, lawful restraint on alienation under Florida law, while leaving discrimination and other claims unresolved.


Chianese v. Culley, 397 F. Supp. 1344 (S.D. Fla. 1975)