Buying commercial real estate in Florida means inheriting a maze of recorded documents, old easements, and shared access agreements written decades ago. Most buyers assume that if a restriction or obligation is recorded in the county registry, it sticks to the land forever and applies to whoever holds the title next.
That assumption just took a major hit.
The Florida Supreme Court weighed in on an obscure corner of property law in RJ's International Trading, LLC v. Crown Castle South, LLC, changing how courts view legal fee clauses in old easement agreements. If you think every line in a decades-old property agreement automatically passes to a new buyer, you'll want to pay attention. This ruling draws a sharp boundary between rules that govern how land is used and clauses that simply allocate courtroom costs after a fight breaks out.
How a Telecom Trespass Dispute Sparked a Supreme Court Battle
The underlying feud started in Miami-Dade County over a telecommunications easement. Decades ago, original neighboring property owners entered into an agreement granting access rights for utility and telecom infrastructure. Over time, ownership changed hands. RJ's International Trading LLC acquired one of the parcels, while Crown Castle South operated fiber-optic lines under a sublease arrangement.
Trouble started when Crown Castle laid underground fiber-optic cables outside the authorized boundaries of the recorded easement. RJI sued, winning a jury trial that netted $1 for breach of contract and a substantial $40,000 award for trespass.
Winning the trespass claim was one thing, but collecting attorney fees was another. RJI pointed to a prevailing-party attorney fee provision buried in the original easement agreement, arguing that the clause attached to the land and automatically bound subsequent owners. Crown Castle pushed back, and the dispute ping-ponged through federal courts before reaching the United States Court of Appeals for the Eleventh Circuit. Recognizing a major question of state law, the Eleventh Circuit kicked the issue up to the Florida Supreme Court.
The Touch and Concern Test Explained
To decide whether an obligation binds future owners, Florida courts rely on the doctrine of "covenants running with the land." For a contractual promise to pass down to successor owners automatically, three traditional criteria must be met:
- The original contracting parties intended for successors to be bound.
- Subsequent owners had proper legal notice of the covenant.
- The covenant must "touch and concern" the land.
The entire case hinged on that third requirement. What does it actually mean for a clause to touch and concern real property?
According to the Florida Supreme Court, an obligation touches and concerns land only when it is directly connected to how the property is used, occupied, or enjoyed. It has to alter physical rights, regulate property use, or impact physical possession.
The court looked at the attorney fee provision and realized it failed this test completely. An attorney fee clause doesn't dictate how you can build on your land, where you can park, or how an easement is traversed. It sits dormant until a dispute arises, serving only as a financial mechanism to allocate legal expenses after a lawsuit is already underway. Because that function is strictly financial and procedural, the connection to the physical land is too remote to qualify as a real covenant.
Why This Ruling Matters for Real Estate and Telecom
Real estate developers, title insurers, and property owners often assume that boilerplate fee-shifting provisions in recorded instruments act like permanent armor. This ruling proves otherwise.
If you buy a commercial or residential property burdened by an old easement, you cannot automatically assume you can recover your attorney fees under an old contract if a utility company or neighbor exceeds their bounds—unless you were an actual party to that specific agreement or had separate contractual privity. Conversely, it protects unsuspecting buyers from being dragged into automatic fee liabilities for disputes initiated by predecessors.
The decision also clarifies the limits of earlier court precedents. Property lawyers frequently point to Hayslip v. U.S. Home Corp., a 2022 Florida Supreme Court decision holding that an arbitration provision in a residential deed could run with the land. The court refused to stretch Hayslip further. Arbitration provisions deal directly with resolving physical construction defects in the home itself, maintaining a direct nexus to the property. Attorney fee clauses, by contrast, are just post-dispute bookkeeping tools.
What Property Owners Need to Do Now
If you're managing commercial parcels, negotiating utility easements, or dealing with encroaching telecom infrastructure across Florida, you need to revise your playbook.
Stop relying on boilerplate clauses in historical deeds or easements to protect your litigation costs. When acquiring property or negotiating new access corridors, ensure that fee-shifting provisions are explicitly drafted to include successors and assigns, or address them directly in purchase and sale agreements rather than trusting ancient registry language to carry the weight.
Contracts don't rewrite themselves just because they are recorded. Know the limits of your title documents before you step into a courtroom.
