## Facts

- A physician leased a computerized energy management system for his office building under an equipment lease with the original lessor.
- The lease included a waiver-of-defenses clause stating that any assignee would take free of the lessee’s defenses and claims against the lessor.
- The lessor assigned the lease and the lessee’s personal guaranty to an equipment-financing company shortly after execution using pre-printed assignment language.
- Before execution, the assignee performed a credit check on the lessee, set financial terms, and provided the pre-printed lease/assignment forms; it expected assignment based on prior dealings, but there was no binding pre-assignment commitment.
- The system allegedly failed to perform as represented, could not be repaired, and was removed; the lessee stopped making payments.
- The assignee sued for the remaining amounts due; the lessee asserted misrepresentation and failure of consideration, and counterclaimed for breach of warranty to recover payments already made.
- After an earlier appeal required trial on whether a “close connection” defeated the waiver clause, the trial court found a sufficiently close connection and entered judgment for the lessee, denying the assignee recovery and awarding the lessee restitution of prior payments.

## Issues

1. Whether the assignee’s relationship to the lessor and the transaction was sufficiently “closely connected” to prevent enforcement of the lease’s waiver-of-defenses clause against the lessee.
2. Whether, absent a sufficient close connection, the lessee’s defenses and warranty-based counterclaim were barred as against the assignee.

## Decision

- The appellate court reversed the judgment for the lessee.
- The court held the evidence did not establish a sufficient close connection to deny the assignee the protection of the waiver-of-defenses clause.
- The court ruled the waiver-of-defenses clause was enforceable by the assignee, barring the lessee’s asserted defenses and counterclaim against the assignee.
- The case was remanded for proceedings consistent with enforcing the assignee’s rights under the lease.

## Legal Principles

- Under Florida’s UCC policy, waiver-of-defenses clauses in commercial lease/financing contracts are generally enforceable in favor of an assignee, functioning similarly to holder-in-due-course protection.
- The “close connection” doctrine is a narrow exception; it can bar assignee enforcement only when the assignee is sufficiently intertwined with the lessor or the underlying misconduct.
- An assignee’s credit check, setting of financial terms, supplying standardized forms, and history of prior assignments—without more—does not constitute a sufficient close connection.
- When a valid waiver-of-defenses clause is enforceable, the lessee’s contract defenses and warranty-based claims arising from the lessor’s performance are not assertable against the assignee.

## Conclusion

The court enforced the lease’s waiver-of-defenses clause for the assignee and rejected the trial court’s close-connection finding, holding that the assignee’s preparatory financing activities did not justify allowing the lessee to assert misrepresentation, failure of consideration, or warranty claims against the assignee.


Equico Lessors, Inc. v. Ramadan, 493 So. 2d 516 (Fla. Dist. Ct. App. 1986)