Florida Ruling Raises Bar for Condo Terminations and Buyouts

On October 14, 2025, in a landmark decision with significant implications for the Florida real estate market, the Supreme Court of Florida formally denied Two Roads Development’s (TRD Biscayne LLC) petition for review in its long-running case against unit owners of Biscayne 21, a 1960s-era Miami waterfront condominium tower. The ruling (Case No. SC2025-1169) effectively ends all appeals and leaves intact a major victory for the holdout owners who opposed the developer’s attempted condominium termination and redevelopment plan. TRD Biscayne (Two Roads) acquired a substantial majority of the units in the building in 2022 with the aim of redeveloping the property into new luxury towers. The association, controlled by the developer, adopted a plan of termination. Some of the remaining owners sued.

The developer amended the condo declaration to reduce the required approval threshold for termination from 100 % (unanimous) to 80 % (supermajority) in order to push the redevelopment forward. Holdout owners objected, arguing that the original declaration’s unanimous-consent requirement (which was consistent with Florida law at the time the declaration was adopted) was binding and could not be overridden by the association or developer.

This dispute moved through the courts over the last couple of years and was closely watched by condominium owners and developers.

Key Court Decisions

In 2024 (and reaffirmed in 2025), the Third District Court of Appeal held that insofar as the original condominium declaration required unanimous owner approval for termination, that provision constituted a binding contract-term for all unit owners, and thus the attempt to lower the threshold (to 80%, the requirement under the current statute) by amendment of the declaration was invalid insofar as it impaired the voting rights of the minority owners. The court was very focused on protecting the voting rights of all unit holders, especially the minority and found that the amendment to lower the voting threshold violated the terms of the declaration. The original declaration provided that amendments to the declaration required consent of 51% of the unit holders but that any amendment altering the voting rights required unanimity.

Florida Supreme Court Denial of Review

On October 14, 2025, the Supreme Court of Florida declined to grant review of TRD Biscayne’s petition. In other words, the developer’s appeal was denied, meaning the appellate court’s decision stands. By denying the petition for review and a rehearing, the state’s highest court effectively ended that avenue of appeal and solidified the precedent in favor of the holdout owners.

Implications of the Decisions

1. Owner Rights Strengthened: The ruling confirms that when a condominium’s original declaration requires unanimous consent for termination (or other governance changes), that contract term may not be casually amended to a lower threshold without running into legal risk. This reinforces minority owners’ veto power in certain termination scenarios.
2. Developer/Bulk Buyer Risk Elevated: For developers targeting older condo buildings for buyouts and redevelopment, the decision increases uncertainty. If the original governing documents impose stricter terms (like unanimity), achieving termination may require full consensus rather than a supermajority or partial buyout strategy.
3. Aging Condo Buildings in Limbo: Many older condo associations in Florida are under pressure due to new regulatory safety requirements (e.g., post-Surfside condominium collapse reforms) and may view a developer-led termination as an exit. With this decision, fewer termination paths may be viable, leaving some buildings stuck between rising repair costs and inability to redevelop. The market for units in buildings requiring significant repairs facing large assessments, and where a majority, but not all owners, desire to sell, has effectively dried up, leaving owners in limbo.
4. Market & Strategic Impact: The case may chill future condo termination deals and bulk acquisitions where the governing documents impose higher thresholds than the statutory default (now 80%). Developers may now assess more cautiously whether a building’s declaration allows for amendment to lower thresholds or whether holdout risk is prohibitive.

What Happens Next at Biscayne 21

With the legal path to termination blocked (for now), TRD Biscayne faces several options:

• The developer could attempt to negotiate individually with the remaining holdout owners for a full 100% buyout, possibly at substantial cost to the developer.
• It may choose to abandon the redevelopment plans or pivot to a different strategy (e.g., partial renovation rather than demolition).
• The holdout owners may press for damages or remediation, given that the building is currently empty and inhabitable, as many units were stripped in preparation for a demolition that hasn’t happened. The cost to restore the building could be immense.

For the holdout owners, the decision means they retain their units (for now) and cannot be forced into the termination under the amended rules. However, the building’s condition, financial health, and management remain potentially challenging and may eventually force the holdouts to sell if the building is deemed distressed or fails to comply with the new post-Surfside laws.

Broader Takeaway for Florida Real Estate and Condo Law

• The case serves as a landmark precedent: It will likely be cited in future cases when developers attempt to amend governing documents to reduce thresholds for termination or other major governance actions.
• It underscores the importance of reviewing a condominium’s original declaration and governance history before embarking on a bulk purchase/termination strategy. If the documents require unanimous consent (or otherwise stricter than the statutory default), that imposes material risk.
• It highlights a tension between redevelopment ambitions (especially of older buildings) and the contractual rights of individual unit owners. The new safety and reserve funding laws have pushed many older condos into distressed states, and the path out of that distress via termination is now more legally fraught.
• Going forward, developers may favor buildings whose declarations align with the more recent and lower statutory termination thresholds or in jurisdictions where amendments are easier. Owners may be emboldened to hold out for better terms or refuse buyouts knowing they have stronger protection.
• Note that the current statute does not require unanimity to terminate and if the declaration contains “Kaufman” language that incorporates future changes to the Florida condominium statute, it may be permissible to lower the threshold. Only some older declarations contain the Kaufman language.

Conclusion

The denial of review by the Florida Supreme Court in the Biscayne 21/ TRD Biscayne case marks a significant victory for unit-owner rights in Florida condominium law and a strategic turn in the redevelopment narrative for older buildings. The decision limits how aggressively developers can pursue terminations and reinforces the need for transparency, equitable terms, and adherence to Chapter 718 of the Florida Statutes. While redevelopment of aging condos remains possible, the decision signals that developers must navigate more carefully the legal-contractual terrain, particularly when original declarations impose unanimous consent requirements or other restrictive governance terms. It would not be surprising for developers to seek a legislative change, but the prospects of such a change are far from certain.

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