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Filing # 194921036 E-Filed 03/27/2024 12:18:37 PM
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
PEACE AND CLOVER, LLC,
Plaintiff, Case No.:
v.
PALMA CEIA MANAGEMENT, LLC,
PALMA CEIA HEALTH AND WELLNESS, LLC,
ZIAD STEPHAN, an individual, and
ROGER STEPHAN. an individual,
Defendants.
/
COMPLAINT
COMES NOW, Plaintiff, Peace and Clover, LLC, by and through undersigned counsel,
and files suit against Defendant, Palma Ceia Management, LLC (sometimes referred to as
"Defendant LLC"), Defendant, Palma Ceia Health and Wellness, LLC (sometimes referred to as
"Defendant Seller LLC"), Defendant, Roger Stephan and Defendant, Ziad Stephan (collectively
referenced herein as "Defendants Stephan"), and states:
PARTIES, JURISDICTION, AND VENUE
1 This is an action for monetary damages in excess of $50,000.00, exclusive of
attorney’s fees and court costs.
2 Plaintiff is a Florida limited liability corporation doing business in Hillsborough
County, Florida.
3 Defendant LLC is a Florida limited liability corporation doing business in
Hillsborough County, Florida.
4 Defendant Roger Stephan is an individual doing business with Plaintiff and who
has committed other actionable acts in Hillsborough County, Florida.
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5 Defendant Ziad Stephan is an individual doing business with Plaintiff
and who
has committed other actionable acts in Hillsborough County, Florida.
6. This action arises in part out of Defendants' perpetration of an unlawful self-help
eviction within Hillsborough County, Florida.
7
Defendants Stephan, on information and belief, at all times relevant to this action,
were acting as authorized agents on behalf of Defendant LLC, but it is possible that Defendants
Stephan acted without authority from Defendant LLC, and instead acted only in their own
individual capacities outside the scope of any corporate authorities.
8 As detailed below, the malicious and surreptitious nature of the actions of
Defendants Stephan indicate that they should be held personally liable for their actions below-
described.
9 All other events giving rise to this suit occurred in Hillsborough County, Florida.
10. All conditions precedent to the initiation of this action have been waived, satisfied
or otherwise discharged.
FACTUAL BACKGROUND
11. On or about September 20, 2021, Plaintiff and Defendant LLC entered into a
Commercial Lease Agreement, a true and correct copy of which is attached as Exhibit A (the
"Lease").
12. The Lease provided for a term of three years, beginning September 20, 2021 and
ending September 19, 2024, for the rental of a commercial space in South Tampa. more
particularly described in the Lease (the "Property").
13. Plaintiff fell behind on rental payments in the Fall of 2023 due primarily to
construction occurring around the Property and due to no fault of Plaintiff.
14. Defendant LLC on December 21, 2023 (through counsel) delivered a letter to
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Plaintiff entitled "NOTICE OF DEFAULT." A true and correct copy of the letter is attached
hereto as Exhibit B (the "Notice").
15. Multiple communications occurred between Plaintiff and Defendant LLC after the
delivery of the Notice, and a workout plan to catch up on past due rent was in process, but the
exact amounts claimed to be owing in the Notice were not paid within five days.
16. Defendant LLC never filed any action for eviction based on Plaintiff's failure to
pay according to the Notice, and the reason for that is that Defendant LLC was working with
Plaintiff to establish a payment plan over the next few weeks.
17. Plaintiff had ongoing issues with the physical plant at the Property that Defendant
LLC as landlord was responsible for repairing.
18. One of the condition issues (that were the responsibility of landlord to fix) had to
do with the electric at the Property, and on February 27, 2024, Defendants Stephan arrived at the
Property with a person represented to be an electrician. At the time, Plaintiff's employee was
tending the business at the Property. (The employee happened to be the daughter of Plaintiff's
owners.)
19. Defendants Stephan stated to the employee that they was there with an electrician
to fix the electrical issue at the Property.
20. The employee allowed Defendants Stephan to enter with the "electrician." At the
time, it was near closing time, and Defendants Stephan told the employee that they would take
care of closing the business so that the employee was free to end her shift and leave.
21. Defendants Stephan's statements to the employee were a blatant, intentional and
malicious lie.
22. Instead of fixing the electrical issue and then closing the business as they had
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represented they would do, Defendants Stephan forthwith changed the locks to the business after
the employee left for the day, and at that point intended to keep Plaintiff locked out without any
notice or due process, nor with any authority from any court, and without allowing retrieval of
even personal items such as shoes, clothing, not to mention the cash in the onsite safe, to which
Defendants Stephan had the combination.
23. On information and belief, the "electrician" was actually a locksmith, and
Defendants Stephan intentionally misrepresented that fact in a preconceived plan to self-help
evict Plaintiff.
24. Furthermore, Defendants Stephan proceeded to unplug the internal security
cameras so as to prevent Plaintiff from observing or recording what they were "up to" once they
had unlawfully taken possession of the Property.
25. Defendants Stephan's actions inside the store were viewed and recorded, up to the
point where Defendants Stephan or the "electrician" shut off the security cameras, obviously as
part of Defendants Stephan's or Defendant LLC's continuing, pernicious and premediated
scheme to unlawfully evict Plaintiff.
26. Defendants Stephan's actions on that day constitute willful and malicious
misrepresentation and fraud, and entitle Plaintiff to seek an award for punitive damages against
1) Defendants Stephan individually, in the event the Court finds that they were acting without the
authority of Defendant LLC, or 2) against Defendant LLC, in the event the Court finds that
Defendants Stephan were acting with authorization of Defendant LLC.
27. Had the employee at the Property been told the truth about what Defendants
Stephan were doing at the Property, she most certainly would have called the owners (her
parents) and would have informed them that the landlord was there and that they were planning
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to change the locks to the business. To this day, Plaintiffs have been deprived of access to the
inside of the Property.
28. Defendants Stephan's actions created a possibility for a public disturbance of the
exact variety that Florida law has prohibited, and that is, the interaction which might occur if a
commercial landlord forcibly and without due process, self-help evicts a commercial tenant.
29. Longstanding case precedent in Florida prohibits the type of behavior exhibited
by Defendants Stephan and/or Defendant LLC. See, e.g., Ardell V. Milner, 166 So. 2d 714. 715-
716 (Fla. 3d DCA 1964), to wit: "The first question is whether or not [pursuant to the written
terms of such a lease as is involved in the instant case], upon default in rent, a landlord may take
possession of the demised premises and evict the tenant without due process of law. . .. The
doctrine of self-help included forcible reentry on the part of the landlord but, due to breaches of
peace resulting from forcible reentry, the statute 5 Rich II was enacted making forcible entry a
crime. Thereafter, the means to recover possession was by common law ejectment. . . . It
appears that Ch. 83, Fla.Stat., F.S.A., provides for summary remedies by which a landlord may
speedily regain possession and said remedy is exclusive of the right of the landlord to make a
forcible entry, even though the lease contains a provision permitting the landlord to reenter. See
Adelhein v. Dougherty, 129 Fla. 680, 176 So. 775." [emphasis added]
30. The Lease indeed contains a provision which allows landlord to lockout Plaintiff
without due process of law; however, that provision has been void as against public policy and
statutes since at least 1964 in Florida, as per the above-cited and other caselaw.
31. On top of the illegality of Defendant's self-help eviction tactics, the manner in
which the self-help eviction was achieved, that is, through pre-meditated deceit and false
pretenses, permits Plaintiff to seek an award of punitive damages. "There is authority for the
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proposition that punitive damages are recoverable for an unlawful eviction if it is malicious and
wanton." Young v. Cobbs, 63 So. 2d 417, 420 (Fla. 1955).
32. Plaintiff avers that the unlawful eviction that transpired in this matter was
malicious and wanton and that Plaintiff is entitled to seek an award of punitive damages as well
as actual damages.
33. Plaintiff has been damaged by Defendant's unlawful self-help eviction by virtue
of lost revenue and profits beginning on the date of the unlawful eviction, by virtue of the lost
spoiled inventory, and by virtue of the detainment of over $100,000.00 in equipment and assets.
34. Plaintiff has further been damaged because the businesses! goodwill has been
deeply damaged, and the self-help eviction has become the topic of social media discussion,
much of which is to the effect of: "Hey Swami Juice is CLOSED?!?" The reputation of the
Plaintiff's business has been irreparably harmed by the unlawful eviction.
35. Plaintiff had purchased the business from Defendant Seller LLC, and the assets
now being unlawfully detained by Defendant LLC and Defendants Stephan inside the locked
store include the items listed on the draft closing documents attached as Exhibit C.
36. The fact that Defendant Seller LLC sold a business with assets to Plaintiff, and
now has determined that with premeditated unlawful eviction it can "take back" all of it without
any payment whatsoever and without any due process, cannot stand in the Florida court system,
equity or law.
37. Plaintiff asserts a right to rescind the entire purchase and sale of the business, to
declare an absolute intentional unjust enrichment for Defendant Seller LLC.
38. Plaintiff has foreseeable and calculable damages as a result of Defendant LLC's
unlawful eviction.
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39. In addition, potential equitable compensation in this matter includes the entire
price paid for the business and equipment listed on Exhibit C, which has a value of over
$100,000.00. Defendant LLC and Defendant Seller LLC have taken and converted those assets
without due process or compensation, on information and beliefas part of a malicious scheme,
and Plaintiff is entitled to reimbursement to make it whole, whether that be damages or other
compensation as equity requires.
40. Furthermore, to the extent that the purchase price of Plaintiff's business included
goodwill, Plaintiff asserts that Defendant LLC has destroyed that goodwill by causing an
immediate and unexpected closure of the business that Plaintiff purchased. Because the purchase
of the business agreement and the (purchase and lease-back) Lease were contemporaneous
agreements, the documents naturally can and must be read in pari materia in establishing
Plaintiffs damages or just compensation in this matter.
PRESERVATION OF PLEA FOR ATTORNEY’S FEES AND LEGAL COSTS
Al. The Lease provides at paragraph 25(i) that: "The prevailing party to a dispute
between, or litigation between or among the parties hereto, if said dispute or litigation relates to
this Lease, shall be entitled to reimbursement from the non-prevailing party for such prevailing
party’s reasonable costs and expenses, including reasonable attorneys’ fees."
42. Plaintiff has retained undersigned counsel to represent them in this dispute and
litigation, and have incurred ongoing and reasonable legal fees and costs; Defendant is liable for
them.
COUNT ONE--SELF-HELP EVICTION--DEFENDANTS STEPHAN
43. This is an action for monetary damages and other relief arising from Defendants
Stephan's self-help eviction of Plaintiff.
44. Plaintiff realleges the averments set forth in Paragraphs | through 42 above as
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though fully set forth herein.
45. Defendants Stephan, acting in their individual capacity and outside the scope of
their authority as agents of Defendant LLC, conducted an unlawful eviction of Plaintiff.
46. Plaintiff has been damaged.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in its favor
including an award of damages, costs and attorney's fees, punitive damages upon further proper
evidentiary showing, and such other and further reliefas it deems just and proper.
COUNT TWo--SELF-HELP EVICTION--DEFENDANT LLC
47. This is an action for monetary damages and other relief arising from
Defendant LLC's self-help eviction of Plaintiff.
48. Plaintiff realleges the averments set forth in Paragraphs | through 42 above as
though fully set forth herein.
49. Defendant LLC, by and through its authorized agents, Defendants Stephan,
conducted an unlawful eviction of Plaintiff.
50. Plaintiff has been damaged.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in its favor
including an award of damages, costs and attorney's fees, punitive damages upon further
evidentiary showing, and such other and further reliefas it deems just and proper.
COUNT THREE--UNJUST ENRICHMENT--DEFENDANT SELLER LLC
S51. This is an action for unjust enrichment for monetary damages and other
relief arising from Defendant Seller LLC's sale of a business to Plaintiff.
52. Plaintiff realleges the averments set forth in Paragraphs | through 42 above as
though fully set forth herein.
53. Defendant Seller LLC sold its business and assets to Plaintiff, aka "Swami Juice
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Tampa" (the "Business"), and a benefit was conferred upon and appreciated by Defendant Seller
LLC.
54. Defendant Seller LLC's owners and authorized agents, Defendants Stephan,
conducted an unlawful eviction of Plaintiff, thus unlawfully obtaining possession and control of
the Business.
55. Plaintiff has been damaged by Defendant Seller LLC's actions, and Defendant
Seller LLC has been unjustly enriched by having been paid for the Business, and then by
unlawfully taking back the Business from Plaintiff through the process of an unlawful self-help
eviction.
56. Defendant Seller LLC has been unjustly and inequitable enriched.
57. Defendant Seller LLC, in order to effectuate and equitable resolution, should be
required by this Court to pay Plaintiff
all of the sums that Defendant Seller LLC received from
Plaintiff as consideration for the sale of the Business.
WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in its favor
including an equitable award of damages or other fair compensation so as to cure the unjust
enrichment of Defendant Seller LLC, including costs and attorney's fees, punitive damages upon
further evidentiary showing, and such other and further relief as it deems just and proper.
Respectfully submitted,
/s/ L. Joe Davis, Jr.
DESIGNATED EMAIL ADDRESSES:
L. Joe Davis, Jr., Esq. Pr: Sean@TheLopezLawGroup.com
Florida Bar Number: 959730 Sec: admin@TheLopezLawGroup.com
Attorney for the Plaintiffs
Lopez Law Group
700 7th Ave N
St Petersburg, FL 33701
727-933-0015
Designated Email: Joe@TheLopezLawGroup.com
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IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
PEACE AND CLOVER, LLC,
Plaintiff, Case No.:
v
PALMA CEIA MANAGEMENT, LLC,
PALMA CEIA HEALTH AND WELLNESS, LLC,
ZIAD STEPHAN, an individual, and
ROGER STEPHAN. an individual,
Defendants.
EXHIBIT A TO COMPLAINT
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COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT (hereinafter called "this Lease") is made and entered
into this 21 day of September 2021, but effective for all purposes as of September 20th, 2021 ("the Effective
Date") by and between PALMA CEIA MANAGEMENT, LLC (hereinafter called "Landlord") and PEACE AND.
CLOVER LLC, d/b/a “Swami Juice Tampa” (hereinafter called Tenant").
WITNESSETH:
Landlord, in consideration of the rentals hereinafter reserved and the covenants and conditions herein
undertaken by or imposed upon Tenant, hereby leases, lets, and demises to Tenant, and Tenant hereby leases and hires
from Landlord, certain improved real property including buildings and parking area consisting of Unit C and Unit D
(hereinafter collectively referred to as “the Leased Premises”), the same being situated in Hillsborough County, Florida,
and being legally described on Exhibit “A” attached hereto. The physical address of the Leased Premises is 2832 South
MacDill Avenue Unit C, Tampa, Florida 33629.
1 TERM OF LEASE. The term of this Lease shall commence on the Effective Date for a term of
Thirty Six (36) Months, and shall expire at midnight on September 19th, 2024. Tenant shall have the option to renew
this lease for one (1) additional term of three years providing tenant provides landlord with one hundred eighty days
prior written notice of its intent to renew prior to the end the term.
2 USE OF LEASED PREMISES. The Leased Premises shall be used by Tenantfor the normal
conduct of Tenant's business which is for a grab and go cafe serving cold-pressed juice, acai bowls,
smoothies,and other complementary whole-food items. Cold-pressed juice, acai bowls, smoothies, will be
exclusive throughout the Palma Ceia Management retail building. Tenant shall not do, or permit to be done in or
about the Leased Premises, or bring or keep or permit to be brought or kept therein, anything which is prohibited
by, or which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in
force or which may hereafter be enacted or promulgated. Tenant shall not allow the Leased Premises to be
used for any improper, immoral, unlawful or objectionable purpose (as determined by Landlord). Tenant
shall not cause, maintain, or permit any nuisance (as determined by Landlord) in or about the Leased Premises
or commit, or suffer to be committed, any waste in, on or about the Leased Premises.
3
(a) DueDateofRent. Tenant covenants and agrees to pay to Landlord, without deduction or offset, rent
payments (hereinafter referred to as Rent") for the Leased Premises on or before the Third(3rd) day of each calendar
month comprising the term of this Lease; provided, further, the first payment of Rent shall be due upon the signing of
this Lease.
(b) Amount of Rent. Tenant’s liability for rent shall start on September3rd, 2021. For the period
beginning September 3, 2021, and ending August 31st, 2024, Tenant shall pay to Landlord as Rent hereunder, the sum
of $3,535.00 per month plus $247.45 sales taxes (7%) through August 31° 2022. An additional $762 for CAM (Real
Estate taxes, Insurance, and Misc property maintenance).The amount collected monthly will be reconciled at the end of
each calendar year. Starting with the second year of the lease, the rent will be increasedby 3% or the Consumer Price
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Index (CPI), whichever is higher. For the third year in the term of this Lease, the amount of the monthly Rent shall be
increased by three percent (3% or CPI Whichever is higher) of the immediately preceding year’s monthly Rent, plus
applicable Florida sales tax thereon. Real estate taxes and property insurance amounts are estimates and will be
reconciled as it becomes available based on actual cost for the assigned proportion of both spaces (22.7%).
(c) Late Charges and Interest on Late Rent Payments. If any Rent is not paid within three (3) days after it
is due, a late charge equal to five percent (5%) of said Rent shall be due and payable to Landlord. Moreover, if any
Rent is not paid within thirty (30) days after it is due, interest at the rate of eight percent (8%) per annum shall be
charged on the amount of said Rent outstanding for as long as said Rent remains unpaid.
4 OPERATING EXPENSES.
(a) Except for the expenses which shall be the responsibility of Landlord as provided for in Section 4(b)
hereinbelow, Tenant agrees to pay all costs, expenses, obligations, and expenditures directly or indirectly related to the
Leased Premises, as the same become due, including, but not limited to, the following costs, expenses, obligations, and
expenditures:
@ All charges for telephone, internet, water, electricity, sewer, garbage and any other charges for
utilities used by Tenant in connection with the operation of the Leased Premises.
(ii) Tenant agrees to reimburse Landlord for Tenant’s proportionate share, any and all costs and
expenses for electricity of the Leased Premises. Tenant shall pay Landlord each month 30% of the electric bill
that Landlord receives for the electric meter that covers the Leased Premises and the premises leased to other
tenants, excluding the Restaurant. In addition, Tenant shall pay its percentage of any power bill increase
attributed to the Tenant’s juice press operation and use of refrigeration units.
(iii) Tenant agrees to pay Landlord $200.00per month for water usage
(iv) Tenant shall maintain and keep in good condition the interior of the Leased
Premises, including the electrical and plumbing systems located therein, and perform all
maintenance and repairs necessitated by ordinary wear and tear, or damage caused by the
negligence of Tenant, its servants, agents or employees, to the electrical and plumbing
fixtures and equipment.Tenant shall not be required to perform any repairs or replacements
to the electrical and plumbing systems and Landlord’s fixtures and equipment necessitated
by the negligence of the Landlord, its servants, agents or employees, by structural defects
or deficiencies in any building, or by fire, or other casualty.
vy) Tenant agrees to pay Landlord $100.00(Not Included in rent above Parag 3(b) ) per month
for the Landlord to maintain in good order and repair the entire heating, air conditioning and ventilation
system, equipment, and fixtures which serve or are affixed to or are a part of the Leased Premises.
Landlord shall keep all such facilities in good operative condition, including but not limited to monthly
maintenance and service, and if necessitated, the replacement of the heating, air conditioning and
ventilation system, equipment and fixtures should the facilities break down beyond repair. The current
air conditioning system is adequate for the use of the Leased Premises and the premises leased to other
tenants, excluding the Restaurant. If it becomes inadequate due to the additional heat generated from the
Tenant’s equipment, the Tenant at Tenant’s expense
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shall install additional capacity to the system.
(vi) All insurance premiums for comprehensive coverage of Tenant's property located within the
Leased Premises, including, fire, casualty, property damage, and general liability. Tenant shall obtain such
insurance coverage to be effective as of the Effective Date; provided, further, Tenant shall provide Landlord
with written substantiation of such insurance coverage from time to time, as requested by Landlord. Tenant
shall name Landlord as an additional insured with respect to such insurance coverage.
(vii) All other repairs and replacements necessary to maintain the Leased Premises in a good and
clean condition shall be paid by Tenant. All required repairs by Tenant shall be accomplished promptly with
first class materials in a good and workmanlike manner in compliance with all requirements implied by law.
Upon Tenant's failure to make any required repairs within a reasonable time after notification by Landlord,
Landlord may make the same and add the reasonable cost thereof to Rent due for the month immediately
succeeding the month in which such repairs are made by Landlord, the same to be considered Additional Rent
payable hereunder.
(viii) Tenant’s proportionate share of all real estate taxes pertaining to the Leased Premises, plus
any applicable Florida sales tax thereon, as described in Paragraph 3(b)above. The term “real estate taxes"
shall mean the annual taxes and any special assessments or other charges levied against the Leased Premises by
any authority having the direct power to tax, including any city, county, state or federal government, or any
school, agricultural, transportation or environmental control agency, lighting, drainage, or other improvement
district thereof.
(ix) Tenant’s proportionate share of the cost of fire, wind, storm and flood insurance pertaining to
the Leased Premises, plus any applicable Florida sales taxes thereon, as described in Paragraph 3(b)above.
@& Tenant shall not be responsible for any violation of applicable laws, ordinances, building
codes and government regulations to the Leased Premises made by the Landlord.
(b) Landlord agrees to pay all costs, expenses and obligations directly or indirectly related to the Leased
Premises as the same become due, for the following:
@ All necessary repairs and expenditures to the roof, walls, downspouts, foundation and exterior
painting of the buildings located on the Leased Premises, and all other structural repairs, alterations,
installations, improvements and expenditures thereto, provided, however, if such repairs are necessitated by the
negligence of Tenant, its agents, employees, or invitees, then Tenant shall be responsible for such repairs.
Gi) Maintenance of all parking areas.
(iii) All expenses for lawn care, and for maintenance of the grounds of the Leased Premises.
(iv) All repairs to be made under this Lease by Landlord shall be made with dispatch and in such a
manner and at such time as tocause the least possible inconvenience to Tenant in the conduct of itsbusiness, In
the event that the making of any such repairs causes a substantial interference with the operation of the
3.
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business of Tenant in the Leased Premises, then there shall be a proportionate abatement of rent hereunder
tothe extent that Tenant is necessarily required to discontinue its business byreason of such repairs.
5 INSURANCE
(a) As referred to in Paragraph 4(a\vi) above, Tenant shall, at Tenant's sole expense, obtain and keep in
force at all times during the term of this Lease, comprehensive general liability insurance coverage including property
damage coverage, on an occurrence basis, with limits of not less than $1,000,000 combined single limit insuring
Landlord and Tenant as their interests may appear against any liability arising out of the ownership, use, occupancy or
maintenance of the Leased Premises. The limit of said insurance shall not, however, limit the liability of Tenant
hereunder. Tenant may carry said insurance under a blanket policy, provided an endorsement naming Landlord as an
additional insured is attached thereto.
(b) Tenant shall maintain insurance upon all property owned by Tenant located on or about the Leased
Premises or for which Tenant is legally liable. The insurance required to be obtained and maintained under this Lease
shall be with a company or companies licensed to issue the relevant insurance coverage and licensed to do business in
the State of Florida. Such insurance company or companies shall each have a policyholder's rating of no less than "A+"
in the most recent rating edition of A. M. Best Company. No policy shall be cancelable or subject to reduction of
coverage except after thirty (30) days prior written notice to Landlord. Landlord shall receive written evidence of
insurance from Tenant upon request. All policies of insurance maintained by Tenant shall be in a form and, shall have
a substance, acceptable to Landlord with satisfactory evidence that all premiums have been paid. Tenant agrees not to
violate knowingly or permit to be violated any of the conditions or provisions of the insurance policies required to be
furnished hereunder, and agrees to promptly notify Landlord of any fire or other casualty.
(©) Tenant hereby waives and releases Landlord of and from any and all liabilities, claims and losses for
which Landlord is or may be held liable to the extent Tenant receives insurance proceeds on account thereof.
6. CONDITION OF PRE! MISES. The Leased Premises are being leased to Tenant "as is," without any
additional services or improvements to be rendered by Landlord. Tenant has to Tenant's satisfaction made an
inspection of the Leased Premises and accepts Leased Premises in its current condition. If Tenant desires to alter,
remodel, improve, or do any physical act or thing to the Leased Premises as presently constituted, the expense of
consummating the same shall be at the sole expense of Tenant, and with respect to any such alteration, remodeling,
improvement, or physical act or thing, Tenant shall obtain Landlord’s prior written consent, which consent shall not be
unreasonably withheld,
i ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations, additions
or improvements to the Leased Premises without the prior written approval of Landlord. Such approval shall
not be unreasonably withheld in the case of alterations, additions or improvements to the interior of the Leased
Premises if such alterations, additions, or improvements are normal for Tenant's use, do not adversely affect utility
of the Leased Premises for future tenants, do not alter the exterior of any buildings or improvements located on the
Leased Premises, and are accompanied by prepayment or bond provisions or waivers by the contractor in form
satisfactory to Landlord sufficient to protect the Leased Premises from claims of lien of any sort; otherwise, such
approval may be withheld for any reason whatsoever. Furthermore, such alterations, additions or improvements
shall not affect the plumbing and electrical systems in the Leased Premises and shall not be of a structural nature.
Tenant shall conduct its work in such a
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manner as to maintain harmonious labor relations and as not to interfere with the operation of the Leased Premises and
shall, prior to the commencement of the work, submit to Landlord copies of all necessary permits. Landlord reserves
the right to have final approval of the contractors hired by Tenant; provided, however, such approval shall not be
unreasonably withheld by Landlord. All alterations, additions or improvements, whether temporary or permanent in
character, made in or upon the Leased Premises, either by Landlord or Tenant, shall be Landlord's property and at the
end of the term hereof shall remain in or upon the Leased Premises without compensation to Tenant.
8 LIENS
(a) ProhibitedLiens. Tenant covenants at all times during the term of this Lease not to permit to be created
or to remain undischarged and to indemnify and hold harmless Landlord against any lien, encumbrance or charge filed
against the Leased Premises or any part thereof by reason of any work, labor, services or materials performed at or
furnished to the Leased Premises, to Tenant, or to anyone holding the Leased Premises through or under Tenant, and
not to suffer any other matter or thing whereby the estate, right and interest of Landlord in the Leased Premises or any
part thereof may be impaired. Notice is hereby given that Landlord shall not be liable for any work or materials
furnished to Tenant on credit and that no mechanic's or other lien for any such work or materials shall attach to or affect
Landlord's interest in the Leased Premises based on any work or materials supplied to Tenant or anyone claiming
through Tenant. Should Tenant receive written notice of such a lien having attached to Landlord's interest, Tenant shall
forthwith take such action by bonding or otherwise as will remove or satisfy such lien. If Tenant shall fail to cause such
lien to be discharged within thirty (30) days after receipt by Tenant of written notice of the filing thereof and before
judgment or sale thereunder, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be
obligated to, discharge the same by paying the amount claimed to be due or by bonding or other proceeding deemed
appropriate by Landlord, and the amount so paid by Landlord and/or all costs and expenses, including interest and
reasonable attorneys’ fees, incurred by Landlord in procuring the discharge of such liens shall be due and payable by
Tenant to Landlord on the first day of the next following month, the same to be considered Additional Rent payable
hereunder.
(b) Landlord'sLien. Landlord shall have, at all times, a valid security interest to secure payment
of all Rent, Additional Rent and other sums of money becoming due hereunder from Tenant, and to secure payment of
any damages or loss which Landlord may suffer by reason of the breach by Tenant of any covenant, agreement or
condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal
property of Tenant presently or which may hereinafter be situated in or on the Leased Premises, and all proceeds
therefrom, and such property shall not be removed therefrom without the consent of the Landlord until all arrearages in
Rent and Additional Rental as well as any and all other sums of money then due to Landlord hereunder shall first have
been paid and discharged and all of the covenants, agreements, and conditions hereof have been fully complied with
and performed by Tenant; provided however, Landlord agrees to subordinate its security interest as to such items to any
financial institution lending money to Tenant to allow Tenant to make improvements to the Leased Premises or to
purchase any equipment or fixtures for the Leased Premises. In consideration of this Lease, upon the occurrence of an
event of default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Leased
Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements, and other
personal property of Tenant situated on or in the Leased Premises, without liability for trespass or conversion, and sell
the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable
notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale the
Landlord or its assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by law, and
Se
3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 15
without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice
shall be met if such notice is given in the manner prescribed in Section 23 (j) hereinbelow at least five (5) days before
the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of
possession, holding and selling of the property (including reasonable attorney's fees and other expenses), shall be
applied as a credit against the indebtedness secured by the security interest granted in this Section 8(c). Any surplus
shall be paid to Tenant or as otherwise required by law, and Tenant shall pay any deficiencies forthwith.
9. ASSIGNMENT AND SUBLETTING. Tenant shall not assign the right of occupancy under
this Lease, or any other interest therein, or sublet the Leased Premises or any portion thereof, without the prior
written consent of Landlord; provided, however, Tenant may assign its interest in this Lease to any affiliate of
Tenant, as long as such affiliate is controlled by Tenant or controlled by an entity that directly or indirectly controls
Tenant. In the event Tenant is in default of this Lease, or has previously been in default of this Lease, such default
shall be deemed a prima facie reason for Landlord to withhold its written consent allowing Tenant to assign or
sublet its right of occupancy under this Lease.
Notwithstanding any assignment of this Lease, or the subletting of the Leased Premises, or any portion thereof,
Tenant shall continue to be liable for the performance of the terms, conditions and covenants of this Lease, including,
but not limited to, the payment of Rent and Additional Rent. Consent by Landlord to one or more assignments or
sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments or sublettings. Landlord
shall have the additional option, which shall be exercised by providing Tenant with written notice, of terminating
Tenant's rights and obligations under this Lease rather than permitting any assignment or subletting by Tenant.
Should Landlord permit any assignment or subletting by Tenant and should the monies received by Tenant as a
result of such assignment or subletting, when compared to the monies still payable by Tenant to Landlord hereunder, be
greater than that which would have been received by Landlord had Landlord not permitted such assignment or
subletting, then the excess shall be payable by Tenant to Landlord, it being the intention of the parties that Landlord,
and not Tenant, in consideration for Landlord's permitting such assignment or subletting, shall be the party to receive
any profit from any such assignment or subletting. If there are one or more assignments or sublettings by Tenant to
which Landlord consents, then any and all renewal options to be exercised subsequent to the date of such assignment or
subletting are absolutely waived and terminated at Landlord's sole discretion, In the event of the transfer and
assignment by Landlord of its interest in this Lease and/or the sale of the Leased Premises, either of which Landlord
may do at its sole option, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees
to look solely to such successor in interest of the Landlord for performance of such obligations. Any breach of this
Section 9 by the Tenant will constitute a default under the terms of this Lease.
10. ACCESS TO PREMISES. Landlord, or its authorized agent or agents, shall have the right to
enter upon the Leased Premises at all reasonable times for the purposes of inspecting the same, preventing waste,
making such repairs as Landlord may consider necessary (but without any obligation to do so except as expressly
provided for herein), and showing the Leased Premises to prospective Tenants, mortgagees and/or purchasers. If,
during the last calendar month of the term of this Lease, Tenant shall have removed all or substantially all of
Tenant's property therefrom, Landlord may immediately enter and alter, renovate and redecorate the Leased
Premises without elimination or abatement of Rent or incurring liability to the Tenant for any compensation or
offsets in Rent and other amounts owed to Tenant and such acts shall have no effect upon
Preview
Filing # 194921036 E-Filed 03/27/2024 12:18:37 PM IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT IN AND FOR HILLSBOROUGH COUNTY, FLORIDA CIVIL DIVISION PEACE AND CLOVER, LLC, Plaintiff, Case No.: v. PALMA CEIA MANAGEMENT, LLC, PALMA CEIA HEALTH AND WELLNESS, LLC, ZIAD STEPHAN, an individual, and ROGER STEPHAN. an individual, Defendants. / COMPLAINT COMES NOW, Plaintiff, Peace and Clover, LLC, by and through undersigned counsel, and files suit against Defendant, Palma Ceia Management, LLC (sometimes referred to as "Defendant LLC"), Defendant, Palma Ceia Health and Wellness, LLC (sometimes referred to as "Defendant Seller LLC"), Defendant, Roger Stephan and Defendant, Ziad Stephan (collectively referenced herein as "Defendants Stephan"), and states: PARTIES, JURISDICTION, AND VENUE 1 This is an action for monetary damages in excess of $50,000.00, exclusive of attorney’s fees and court costs. 2 Plaintiff is a Florida limited liability corporation doing business in Hillsborough County, Florida. 3 Defendant LLC is a Florida limited liability corporation doing business in Hillsborough County, Florida. 4 Defendant Roger Stephan is an individual doing business with Plaintiff and who has committed other actionable acts in Hillsborough County, Florida. LOPEZ LAW GROUP PAGE 1 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 1 5 Defendant Ziad Stephan is an individual doing business with Plaintiff and who has committed other actionable acts in Hillsborough County, Florida. 6. This action arises in part out of Defendants' perpetration of an unlawful self-help eviction within Hillsborough County, Florida. 7 Defendants Stephan, on information and belief, at all times relevant to this action, were acting as authorized agents on behalf of Defendant LLC, but it is possible that Defendants Stephan acted without authority from Defendant LLC, and instead acted only in their own individual capacities outside the scope of any corporate authorities. 8 As detailed below, the malicious and surreptitious nature of the actions of Defendants Stephan indicate that they should be held personally liable for their actions below- described. 9 All other events giving rise to this suit occurred in Hillsborough County, Florida. 10. All conditions precedent to the initiation of this action have been waived, satisfied or otherwise discharged. FACTUAL BACKGROUND 11. On or about September 20, 2021, Plaintiff and Defendant LLC entered into a Commercial Lease Agreement, a true and correct copy of which is attached as Exhibit A (the "Lease"). 12. The Lease provided for a term of three years, beginning September 20, 2021 and ending September 19, 2024, for the rental of a commercial space in South Tampa. more particularly described in the Lease (the "Property"). 13. Plaintiff fell behind on rental payments in the Fall of 2023 due primarily to construction occurring around the Property and due to no fault of Plaintiff. 14. Defendant LLC on December 21, 2023 (through counsel) delivered a letter to LOPEZ LAW GROUP PAGE 2 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 2 Plaintiff entitled "NOTICE OF DEFAULT." A true and correct copy of the letter is attached hereto as Exhibit B (the "Notice"). 15. Multiple communications occurred between Plaintiff and Defendant LLC after the delivery of the Notice, and a workout plan to catch up on past due rent was in process, but the exact amounts claimed to be owing in the Notice were not paid within five days. 16. Defendant LLC never filed any action for eviction based on Plaintiff's failure to pay according to the Notice, and the reason for that is that Defendant LLC was working with Plaintiff to establish a payment plan over the next few weeks. 17. Plaintiff had ongoing issues with the physical plant at the Property that Defendant LLC as landlord was responsible for repairing. 18. One of the condition issues (that were the responsibility of landlord to fix) had to do with the electric at the Property, and on February 27, 2024, Defendants Stephan arrived at the Property with a person represented to be an electrician. At the time, Plaintiff's employee was tending the business at the Property. (The employee happened to be the daughter of Plaintiff's owners.) 19. Defendants Stephan stated to the employee that they was there with an electrician to fix the electrical issue at the Property. 20. The employee allowed Defendants Stephan to enter with the "electrician." At the time, it was near closing time, and Defendants Stephan told the employee that they would take care of closing the business so that the employee was free to end her shift and leave. 21. Defendants Stephan's statements to the employee were a blatant, intentional and malicious lie. 22. Instead of fixing the electrical issue and then closing the business as they had LOPEZ LAW GROUP PAGE 3 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 3 represented they would do, Defendants Stephan forthwith changed the locks to the business after the employee left for the day, and at that point intended to keep Plaintiff locked out without any notice or due process, nor with any authority from any court, and without allowing retrieval of even personal items such as shoes, clothing, not to mention the cash in the onsite safe, to which Defendants Stephan had the combination. 23. On information and belief, the "electrician" was actually a locksmith, and Defendants Stephan intentionally misrepresented that fact in a preconceived plan to self-help evict Plaintiff. 24. Furthermore, Defendants Stephan proceeded to unplug the internal security cameras so as to prevent Plaintiff from observing or recording what they were "up to" once they had unlawfully taken possession of the Property. 25. Defendants Stephan's actions inside the store were viewed and recorded, up to the point where Defendants Stephan or the "electrician" shut off the security cameras, obviously as part of Defendants Stephan's or Defendant LLC's continuing, pernicious and premediated scheme to unlawfully evict Plaintiff. 26. Defendants Stephan's actions on that day constitute willful and malicious misrepresentation and fraud, and entitle Plaintiff to seek an award for punitive damages against 1) Defendants Stephan individually, in the event the Court finds that they were acting without the authority of Defendant LLC, or 2) against Defendant LLC, in the event the Court finds that Defendants Stephan were acting with authorization of Defendant LLC. 27. Had the employee at the Property been told the truth about what Defendants Stephan were doing at the Property, she most certainly would have called the owners (her parents) and would have informed them that the landlord was there and that they were planning LOPEZ LAW GROUP PAGE 4 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 4 to change the locks to the business. To this day, Plaintiffs have been deprived of access to the inside of the Property. 28. Defendants Stephan's actions created a possibility for a public disturbance of the exact variety that Florida law has prohibited, and that is, the interaction which might occur if a commercial landlord forcibly and without due process, self-help evicts a commercial tenant. 29. Longstanding case precedent in Florida prohibits the type of behavior exhibited by Defendants Stephan and/or Defendant LLC. See, e.g., Ardell V. Milner, 166 So. 2d 714. 715- 716 (Fla. 3d DCA 1964), to wit: "The first question is whether or not [pursuant to the written terms of such a lease as is involved in the instant case], upon default in rent, a landlord may take possession of the demised premises and evict the tenant without due process of law. . .. The doctrine of self-help included forcible reentry on the part of the landlord but, due to breaches of peace resulting from forcible reentry, the statute 5 Rich II was enacted making forcible entry a crime. Thereafter, the means to recover possession was by common law ejectment. . . . It appears that Ch. 83, Fla.Stat., F.S.A., provides for summary remedies by which a landlord may speedily regain possession and said remedy is exclusive of the right of the landlord to make a forcible entry, even though the lease contains a provision permitting the landlord to reenter. See Adelhein v. Dougherty, 129 Fla. 680, 176 So. 775." [emphasis added] 30. The Lease indeed contains a provision which allows landlord to lockout Plaintiff without due process of law; however, that provision has been void as against public policy and statutes since at least 1964 in Florida, as per the above-cited and other caselaw. 31. On top of the illegality of Defendant's self-help eviction tactics, the manner in which the self-help eviction was achieved, that is, through pre-meditated deceit and false pretenses, permits Plaintiff to seek an award of punitive damages. "There is authority for the LOPEZ LAW GROUP PAGE 5 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 5 proposition that punitive damages are recoverable for an unlawful eviction if it is malicious and wanton." Young v. Cobbs, 63 So. 2d 417, 420 (Fla. 1955). 32. Plaintiff avers that the unlawful eviction that transpired in this matter was malicious and wanton and that Plaintiff is entitled to seek an award of punitive damages as well as actual damages. 33. Plaintiff has been damaged by Defendant's unlawful self-help eviction by virtue of lost revenue and profits beginning on the date of the unlawful eviction, by virtue of the lost spoiled inventory, and by virtue of the detainment of over $100,000.00 in equipment and assets. 34. Plaintiff has further been damaged because the businesses! goodwill has been deeply damaged, and the self-help eviction has become the topic of social media discussion, much of which is to the effect of: "Hey Swami Juice is CLOSED?!?" The reputation of the Plaintiff's business has been irreparably harmed by the unlawful eviction. 35. Plaintiff had purchased the business from Defendant Seller LLC, and the assets now being unlawfully detained by Defendant LLC and Defendants Stephan inside the locked store include the items listed on the draft closing documents attached as Exhibit C. 36. The fact that Defendant Seller LLC sold a business with assets to Plaintiff, and now has determined that with premeditated unlawful eviction it can "take back" all of it without any payment whatsoever and without any due process, cannot stand in the Florida court system, equity or law. 37. Plaintiff asserts a right to rescind the entire purchase and sale of the business, to declare an absolute intentional unjust enrichment for Defendant Seller LLC. 38. Plaintiff has foreseeable and calculable damages as a result of Defendant LLC's unlawful eviction. LOPEZ LAW GROUP PAGE 6 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 6 39. In addition, potential equitable compensation in this matter includes the entire price paid for the business and equipment listed on Exhibit C, which has a value of over $100,000.00. Defendant LLC and Defendant Seller LLC have taken and converted those assets without due process or compensation, on information and beliefas part of a malicious scheme, and Plaintiff is entitled to reimbursement to make it whole, whether that be damages or other compensation as equity requires. 40. Furthermore, to the extent that the purchase price of Plaintiff's business included goodwill, Plaintiff asserts that Defendant LLC has destroyed that goodwill by causing an immediate and unexpected closure of the business that Plaintiff purchased. Because the purchase of the business agreement and the (purchase and lease-back) Lease were contemporaneous agreements, the documents naturally can and must be read in pari materia in establishing Plaintiffs damages or just compensation in this matter. PRESERVATION OF PLEA FOR ATTORNEY’S FEES AND LEGAL COSTS Al. The Lease provides at paragraph 25(i) that: "The prevailing party to a dispute between, or litigation between or among the parties hereto, if said dispute or litigation relates to this Lease, shall be entitled to reimbursement from the non-prevailing party for such prevailing party’s reasonable costs and expenses, including reasonable attorneys’ fees." 42. Plaintiff has retained undersigned counsel to represent them in this dispute and litigation, and have incurred ongoing and reasonable legal fees and costs; Defendant is liable for them. COUNT ONE--SELF-HELP EVICTION--DEFENDANTS STEPHAN 43. This is an action for monetary damages and other relief arising from Defendants Stephan's self-help eviction of Plaintiff. 44. Plaintiff realleges the averments set forth in Paragraphs | through 42 above as LOPEZ LAW GROUP PAGE 7 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 7 though fully set forth herein. 45. Defendants Stephan, acting in their individual capacity and outside the scope of their authority as agents of Defendant LLC, conducted an unlawful eviction of Plaintiff. 46. Plaintiff has been damaged. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in its favor including an award of damages, costs and attorney's fees, punitive damages upon further proper evidentiary showing, and such other and further reliefas it deems just and proper. COUNT TWo--SELF-HELP EVICTION--DEFENDANT LLC 47. This is an action for monetary damages and other relief arising from Defendant LLC's self-help eviction of Plaintiff. 48. Plaintiff realleges the averments set forth in Paragraphs | through 42 above as though fully set forth herein. 49. Defendant LLC, by and through its authorized agents, Defendants Stephan, conducted an unlawful eviction of Plaintiff. 50. Plaintiff has been damaged. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in its favor including an award of damages, costs and attorney's fees, punitive damages upon further evidentiary showing, and such other and further reliefas it deems just and proper. COUNT THREE--UNJUST ENRICHMENT--DEFENDANT SELLER LLC S51. This is an action for unjust enrichment for monetary damages and other relief arising from Defendant Seller LLC's sale of a business to Plaintiff. 52. Plaintiff realleges the averments set forth in Paragraphs | through 42 above as though fully set forth herein. 53. Defendant Seller LLC sold its business and assets to Plaintiff, aka "Swami Juice LOPEZ LAW GROUP PAGE 8 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 8 Tampa" (the "Business"), and a benefit was conferred upon and appreciated by Defendant Seller LLC. 54. Defendant Seller LLC's owners and authorized agents, Defendants Stephan, conducted an unlawful eviction of Plaintiff, thus unlawfully obtaining possession and control of the Business. 55. Plaintiff has been damaged by Defendant Seller LLC's actions, and Defendant Seller LLC has been unjustly enriched by having been paid for the Business, and then by unlawfully taking back the Business from Plaintiff through the process of an unlawful self-help eviction. 56. Defendant Seller LLC has been unjustly and inequitable enriched. 57. Defendant Seller LLC, in order to effectuate and equitable resolution, should be required by this Court to pay Plaintiff all of the sums that Defendant Seller LLC received from Plaintiff as consideration for the sale of the Business. WHEREFORE, Plaintiff respectfully requests that this Court enter judgment in its favor including an equitable award of damages or other fair compensation so as to cure the unjust enrichment of Defendant Seller LLC, including costs and attorney's fees, punitive damages upon further evidentiary showing, and such other and further relief as it deems just and proper. Respectfully submitted, /s/ L. Joe Davis, Jr. DESIGNATED EMAIL ADDRESSES: L. Joe Davis, Jr., Esq. Pr: Sean@TheLopezLawGroup.com Florida Bar Number: 959730 Sec: admin@TheLopezLawGroup.com Attorney for the Plaintiffs Lopez Law Group 700 7th Ave N St Petersburg, FL 33701 727-933-0015 Designated Email: Joe@TheLopezLawGroup.com LOPEZ LAW GROUP PAGE 9 OF 9 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 9 IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT IN AND FOR HILLSBOROUGH COUNTY, FLORIDA CIVIL DIVISION PEACE AND CLOVER, LLC, Plaintiff, Case No.: v PALMA CEIA MANAGEMENT, LLC, PALMA CEIA HEALTH AND WELLNESS, LLC, ZIAD STEPHAN, an individual, and ROGER STEPHAN. an individual, Defendants. EXHIBIT A TO COMPLAINT LOPEZ LAW GROUP PAGE 1 OF I 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 10 COMMERCIAL LEASE AGREEMENT THIS COMMERCIAL LEASE AGREEMENT (hereinafter called "this Lease") is made and entered into this 21 day of September 2021, but effective for all purposes as of September 20th, 2021 ("the Effective Date") by and between PALMA CEIA MANAGEMENT, LLC (hereinafter called "Landlord") and PEACE AND. CLOVER LLC, d/b/a “Swami Juice Tampa” (hereinafter called Tenant"). WITNESSETH: Landlord, in consideration of the rentals hereinafter reserved and the covenants and conditions herein undertaken by or imposed upon Tenant, hereby leases, lets, and demises to Tenant, and Tenant hereby leases and hires from Landlord, certain improved real property including buildings and parking area consisting of Unit C and Unit D (hereinafter collectively referred to as “the Leased Premises”), the same being situated in Hillsborough County, Florida, and being legally described on Exhibit “A” attached hereto. The physical address of the Leased Premises is 2832 South MacDill Avenue Unit C, Tampa, Florida 33629. 1 TERM OF LEASE. The term of this Lease shall commence on the Effective Date for a term of Thirty Six (36) Months, and shall expire at midnight on September 19th, 2024. Tenant shall have the option to renew this lease for one (1) additional term of three years providing tenant provides landlord with one hundred eighty days prior written notice of its intent to renew prior to the end the term. 2 USE OF LEASED PREMISES. The Leased Premises shall be used by Tenantfor the normal conduct of Tenant's business which is for a grab and go cafe serving cold-pressed juice, acai bowls, smoothies,and other complementary whole-food items. Cold-pressed juice, acai bowls, smoothies, will be exclusive throughout the Palma Ceia Management retail building. Tenant shall not do, or permit to be done in or about the Leased Premises, or bring or keep or permit to be brought or kept therein, anything which is prohibited by, or which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall not allow the Leased Premises to be used for any improper, immoral, unlawful or objectionable purpose (as determined by Landlord). Tenant shall not cause, maintain, or permit any nuisance (as determined by Landlord) in or about the Leased Premises or commit, or suffer to be committed, any waste in, on or about the Leased Premises. 3 (a) DueDateofRent. Tenant covenants and agrees to pay to Landlord, without deduction or offset, rent payments (hereinafter referred to as Rent") for the Leased Premises on or before the Third(3rd) day of each calendar month comprising the term of this Lease; provided, further, the first payment of Rent shall be due upon the signing of this Lease. (b) Amount of Rent. Tenant’s liability for rent shall start on September3rd, 2021. For the period beginning September 3, 2021, and ending August 31st, 2024, Tenant shall pay to Landlord as Rent hereunder, the sum of $3,535.00 per month plus $247.45 sales taxes (7%) through August 31° 2022. An additional $762 for CAM (Real Estate taxes, Insurance, and Misc property maintenance).The amount collected monthly will be reconciled at the end of each calendar year. Starting with the second year of the lease, the rent will be increasedby 3% or the Consumer Price -1- 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 11 Index (CPI), whichever is higher. For the third year in the term of this Lease, the amount of the monthly Rent shall be increased by three percent (3% or CPI Whichever is higher) of the immediately preceding year’s monthly Rent, plus applicable Florida sales tax thereon. Real estate taxes and property insurance amounts are estimates and will be reconciled as it becomes available based on actual cost for the assigned proportion of both spaces (22.7%). (c) Late Charges and Interest on Late Rent Payments. If any Rent is not paid within three (3) days after it is due, a late charge equal to five percent (5%) of said Rent shall be due and payable to Landlord. Moreover, if any Rent is not paid within thirty (30) days after it is due, interest at the rate of eight percent (8%) per annum shall be charged on the amount of said Rent outstanding for as long as said Rent remains unpaid. 4 OPERATING EXPENSES. (a) Except for the expenses which shall be the responsibility of Landlord as provided for in Section 4(b) hereinbelow, Tenant agrees to pay all costs, expenses, obligations, and expenditures directly or indirectly related to the Leased Premises, as the same become due, including, but not limited to, the following costs, expenses, obligations, and expenditures: @ All charges for telephone, internet, water, electricity, sewer, garbage and any other charges for utilities used by Tenant in connection with the operation of the Leased Premises. (ii) Tenant agrees to reimburse Landlord for Tenant’s proportionate share, any and all costs and expenses for electricity of the Leased Premises. Tenant shall pay Landlord each month 30% of the electric bill that Landlord receives for the electric meter that covers the Leased Premises and the premises leased to other tenants, excluding the Restaurant. In addition, Tenant shall pay its percentage of any power bill increase attributed to the Tenant’s juice press operation and use of refrigeration units. (iii) Tenant agrees to pay Landlord $200.00per month for water usage (iv) Tenant shall maintain and keep in good condition the interior of the Leased Premises, including the electrical and plumbing systems located therein, and perform all maintenance and repairs necessitated by ordinary wear and tear, or damage caused by the negligence of Tenant, its servants, agents or employees, to the electrical and plumbing fixtures and equipment.Tenant shall not be required to perform any repairs or replacements to the electrical and plumbing systems and Landlord’s fixtures and equipment necessitated by the negligence of the Landlord, its servants, agents or employees, by structural defects or deficiencies in any building, or by fire, or other casualty. vy) Tenant agrees to pay Landlord $100.00(Not Included in rent above Parag 3(b) ) per month for the Landlord to maintain in good order and repair the entire heating, air conditioning and ventilation system, equipment, and fixtures which serve or are affixed to or are a part of the Leased Premises. Landlord shall keep all such facilities in good operative condition, including but not limited to monthly maintenance and service, and if necessitated, the replacement of the heating, air conditioning and ventilation system, equipment and fixtures should the facilities break down beyond repair. The current air conditioning system is adequate for the use of the Leased Premises and the premises leased to other tenants, excluding the Restaurant. If it becomes inadequate due to the additional heat generated from the Tenant’s equipment, the Tenant at Tenant’s expense B- 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 12 shall install additional capacity to the system. (vi) All insurance premiums for comprehensive coverage of Tenant's property located within the Leased Premises, including, fire, casualty, property damage, and general liability. Tenant shall obtain such insurance coverage to be effective as of the Effective Date; provided, further, Tenant shall provide Landlord with written substantiation of such insurance coverage from time to time, as requested by Landlord. Tenant shall name Landlord as an additional insured with respect to such insurance coverage. (vii) All other repairs and replacements necessary to maintain the Leased Premises in a good and clean condition shall be paid by Tenant. All required repairs by Tenant shall be accomplished promptly with first class materials in a good and workmanlike manner in compliance with all requirements implied by law. Upon Tenant's failure to make any required repairs within a reasonable time after notification by Landlord, Landlord may make the same and add the reasonable cost thereof to Rent due for the month immediately succeeding the month in which such repairs are made by Landlord, the same to be considered Additional Rent payable hereunder. (viii) Tenant’s proportionate share of all real estate taxes pertaining to the Leased Premises, plus any applicable Florida sales tax thereon, as described in Paragraph 3(b)above. The term “real estate taxes" shall mean the annual taxes and any special assessments or other charges levied against the Leased Premises by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, transportation or environmental control agency, lighting, drainage, or other improvement district thereof. (ix) Tenant’s proportionate share of the cost of fire, wind, storm and flood insurance pertaining to the Leased Premises, plus any applicable Florida sales taxes thereon, as described in Paragraph 3(b)above. @& Tenant shall not be responsible for any violation of applicable laws, ordinances, building codes and government regulations to the Leased Premises made by the Landlord. (b) Landlord agrees to pay all costs, expenses and obligations directly or indirectly related to the Leased Premises as the same become due, for the following: @ All necessary repairs and expenditures to the roof, walls, downspouts, foundation and exterior painting of the buildings located on the Leased Premises, and all other structural repairs, alterations, installations, improvements and expenditures thereto, provided, however, if such repairs are necessitated by the negligence of Tenant, its agents, employees, or invitees, then Tenant shall be responsible for such repairs. Gi) Maintenance of all parking areas. (iii) All expenses for lawn care, and for maintenance of the grounds of the Leased Premises. (iv) All repairs to be made under this Lease by Landlord shall be made with dispatch and in such a manner and at such time as tocause the least possible inconvenience to Tenant in the conduct of itsbusiness, In the event that the making of any such repairs causes a substantial interference with the operation of the 3. 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 13 business of Tenant in the Leased Premises, then there shall be a proportionate abatement of rent hereunder tothe extent that Tenant is necessarily required to discontinue its business byreason of such repairs. 5 INSURANCE (a) As referred to in Paragraph 4(a\vi) above, Tenant shall, at Tenant's sole expense, obtain and keep in force at all times during the term of this Lease, comprehensive general liability insurance coverage including property damage coverage, on an occurrence basis, with limits of not less than $1,000,000 combined single limit insuring Landlord and Tenant as their interests may appear against any liability arising out of the ownership, use, occupancy or maintenance of the Leased Premises. The limit of said insurance shall not, however, limit the liability of Tenant hereunder. Tenant may carry said insurance under a blanket policy, provided an endorsement naming Landlord as an additional insured is attached thereto. (b) Tenant shall maintain insurance upon all property owned by Tenant located on or about the Leased Premises or for which Tenant is legally liable. The insurance required to be obtained and maintained under this Lease shall be with a company or companies licensed to issue the relevant insurance coverage and licensed to do business in the State of Florida. Such insurance company or companies shall each have a policyholder's rating of no less than "A+" in the most recent rating edition of A. M. Best Company. No policy shall be cancelable or subject to reduction of coverage except after thirty (30) days prior written notice to Landlord. Landlord shall receive written evidence of insurance from Tenant upon request. All policies of insurance maintained by Tenant shall be in a form and, shall have a substance, acceptable to Landlord with satisfactory evidence that all premiums have been paid. Tenant agrees not to violate knowingly or permit to be violated any of the conditions or provisions of the insurance policies required to be furnished hereunder, and agrees to promptly notify Landlord of any fire or other casualty. (©) Tenant hereby waives and releases Landlord of and from any and all liabilities, claims and losses for which Landlord is or may be held liable to the extent Tenant receives insurance proceeds on account thereof. 6. CONDITION OF PRE! MISES. The Leased Premises are being leased to Tenant "as is," without any additional services or improvements to be rendered by Landlord. Tenant has to Tenant's satisfaction made an inspection of the Leased Premises and accepts Leased Premises in its current condition. If Tenant desires to alter, remodel, improve, or do any physical act or thing to the Leased Premises as presently constituted, the expense of consummating the same shall be at the sole expense of Tenant, and with respect to any such alteration, remodeling, improvement, or physical act or thing, Tenant shall obtain Landlord’s prior written consent, which consent shall not be unreasonably withheld, i ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations, additions or improvements to the Leased Premises without the prior written approval of Landlord. Such approval shall not be unreasonably withheld in the case of alterations, additions or improvements to the interior of the Leased Premises if such alterations, additions, or improvements are normal for Tenant's use, do not adversely affect utility of the Leased Premises for future tenants, do not alter the exterior of any buildings or improvements located on the Leased Premises, and are accompanied by prepayment or bond provisions or waivers by the contractor in form satisfactory to Landlord sufficient to protect the Leased Premises from claims of lien of any sort; otherwise, such approval may be withheld for any reason whatsoever. Furthermore, such alterations, additions or improvements shall not affect the plumbing and electrical systems in the Leased Premises and shall not be of a structural nature. Tenant shall conduct its work in such a a4- 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 14 manner as to maintain harmonious labor relations and as not to interfere with the operation of the Leased Premises and shall, prior to the commencement of the work, submit to Landlord copies of all necessary permits. Landlord reserves the right to have final approval of the contractors hired by Tenant; provided, however, such approval shall not be unreasonably withheld by Landlord. All alterations, additions or improvements, whether temporary or permanent in character, made in or upon the Leased Premises, either by Landlord or Tenant, shall be Landlord's property and at the end of the term hereof shall remain in or upon the Leased Premises without compensation to Tenant. 8 LIENS (a) ProhibitedLiens. Tenant covenants at all times during the term of this Lease not to permit to be created or to remain undischarged and to indemnify and hold harmless Landlord against any lien, encumbrance or charge filed against the Leased Premises or any part thereof by reason of any work, labor, services or materials performed at or furnished to the Leased Premises, to Tenant, or to anyone holding the Leased Premises through or under Tenant, and not to suffer any other matter or thing whereby the estate, right and interest of Landlord in the Leased Premises or any part thereof may be impaired. Notice is hereby given that Landlord shall not be liable for any work or materials furnished to Tenant on credit and that no mechanic's or other lien for any such work or materials shall attach to or affect Landlord's interest in the Leased Premises based on any work or materials supplied to Tenant or anyone claiming through Tenant. Should Tenant receive written notice of such a lien having attached to Landlord's interest, Tenant shall forthwith take such action by bonding or otherwise as will remove or satisfy such lien. If Tenant shall fail to cause such lien to be discharged within thirty (30) days after receipt by Tenant of written notice of the filing thereof and before judgment or sale thereunder, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other proceeding deemed appropriate by Landlord, and the amount so paid by Landlord and/or all costs and expenses, including interest and reasonable attorneys’ fees, incurred by Landlord in procuring the discharge of such liens shall be due and payable by Tenant to Landlord on the first day of the next following month, the same to be considered Additional Rent payable hereunder. (b) Landlord'sLien. Landlord shall have, at all times, a valid security interest to secure payment of all Rent, Additional Rent and other sums of money becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the breach by Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant presently or which may hereinafter be situated in or on the Leased Premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of the Landlord until all arrearages in Rent and Additional Rental as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all of the covenants, agreements, and conditions hereof have been fully complied with and performed by Tenant; provided however, Landlord agrees to subordinate its security interest as to such items to any financial institution lending money to Tenant to allow Tenant to make improvements to the Leased Premises or to purchase any equipment or fixtures for the Leased Premises. In consideration of this Lease, upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Leased Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements, and other personal property of Tenant situated on or in the Leased Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale the Landlord or its assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by law, and Se 3/27/2024 12:18 PM Electronically Filed: Hillsborough County/13th J udicial Circuit Page 15 without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given in the manner prescribed in Section 23 (j) hereinbelow at least five (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorney's fees and other expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this Section 8(c). Any surplus shall be paid to Tenant or as otherwise required by law, and Tenant shall pay any deficiencies forthwith. 9. ASSIGNMENT AND SUBLETTING. Tenant shall not assign the right of occupancy under this Lease, or any other interest therein, or sublet the Leased Premises or any portion thereof, without the prior written consent of Landlord; provided, however, Tenant may assign its interest in this Lease to any affiliate of Tenant, as long as such affiliate is controlled by Tenant or controlled by an entity that directly or indirectly controls Tenant. In the event Tenant is in default of this Lease, or has previously been in default of this Lease, such default shall be deemed a prima facie reason for Landlord to withhold its written consent allowing Tenant to assign or sublet its right of occupancy under this Lease. Notwithstanding any assignment of this Lease, or the subletting of the Leased Premises, or any portion thereof, Tenant shall continue to be liable for the performance of the terms, conditions and covenants of this Lease, including, but not limited to, the payment of Rent and Additional Rent. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments or sublettings. Landlord shall have the additional option, which shall be exercised by providing Tenant with written notice, of terminating Tenant's rights and obligations under this Lease rather than permitting any assignment or subletting by Tenant. Should Landlord permit any assignment or subletting by Tenant and should the monies received by Tenant as a result of such assignment or subletting, when compared to the monies still payable by Tenant to Landlord hereunder, be greater than that which would have been received by Landlord had Landlord not permitted such assignment or subletting, then the excess shall be payable by Tenant to Landlord, it being the intention of the parties that Landlord, and not Tenant, in consideration for Landlord's permitting such assignment or subletting, shall be the party to receive any profit from any such assignment or subletting. If there are one or more assignments or sublettings by Tenant to which Landlord consents, then any and all renewal options to be exercised subsequent to the date of such assignment or subletting are absolutely waived and terminated at Landlord's sole discretion, In the event of the transfer and assignment by Landlord of its interest in this Lease and/or the sale of the Leased Premises, either of which Landlord may do at its sole option, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Any breach of this Section 9 by the Tenant will constitute a default under the terms of this Lease. 10. ACCESS TO PREMISES. Landlord, or its authorized agent or agents, shall have the right to enter upon the Leased Premises at all reasonable times for the purposes of inspecting the same, preventing waste, making such repairs as Landlord may consider necessary (but without any obligation to do so except as expressly provided for herein), and showing the Leased Premises to prospective Tenants, mortgagees and/or purchasers. If, during the last calendar month of the term of this Lease, Tenant shall have removed all or substantially all of Tenant's property therefrom, Landlord may immediately enter and alter, renovate and redecorate the Leased Premises without elimination or abatement of Rent or incurring liability to the Tenant for any compensation or offsets in Rent and other amounts owed to Tenant and such acts shall have no effect upon