ECKERD CORPORATION, Appellant, v. CORNERS GROUP, INC., etc., et al., Appellees, 786 So. 2d 588

ORFINGER, M., Senior Judge. Eckerd Corporation (Eckerd) appeals the denial of its request for injunctive relief. At issue is the enforceability of a restrictive covenant placed on a parcel of land by Eckerd, which Eckerd contends would be violated by appellees’ plans to construct a competing Walgreens’ Pharmacy. Because we agree that the trial court erred in its

interpretation of the restrictive covenant, we reverse. In February 1997, Eckerd purchased a parcel of property at the northwest corner of SR 436 and Howell Branch Road in Seminole County (the “Corners Group Property” or the “restricted parcel”). It was Eckerd’s intention to acquire additional adjacent property so as to have sufficient land for a prototype pharmacy and for the required parking, but it was unable to do so. In February 1998, Eckerd sold the restricted parcel to S. Clark Butler, Trustee, after first having duly recorded the following restrictive covenant in the public records of Seminole County.

No part of the property shall be used as a pharmacy or drug store or for the sale or offer for sale of any pharmaceutical products requiring the services of a registered pharmacist, for a period fifty (50) years from April 7, 1997, and this restriction shall run with the land. The deed to Butler contained the same restriction. Eckerd then built its prototype store diagonally across from the Corners Group Property.

In December 1998, appellees Corners Group, Inc. (Corners Group) purchased the restricted parcel from Butler, and on the same day, Butler sold adjacent (and unrestricted) property to appellees HB Plaza, Inc. (HBP). The officers, directors and shareholders of Corners Group and of HBP are the same, and are sophisticated real estate developers and investors. Ap-pellees were aware of the restrictions when they purchased the Corners Group Property, and they knew of the location of the Eckerd store across the street when they purchased the property and when they proposed the site to Walgreens.

At the December 1998 closing, Corners Group and HBP entered into a reciprocal agreement which essentially tied the Corners Group property and the HBP property for development purposes, granting cross-easements for ingress and egress, drainage, signage, parking and the like. Corners Group then submitted a single development plan for a Walgreen’s Pharmacy to Seminole County for approval. As presented to Seminole County by Corners Group, the Walgreens store building would be built on the H.B. Plaza Property and no part of the actual building would be constructed on the Corners Group Property.

The Corners Group Property, however, which is encumbered by the restriction, would serve as parking for the store, would contain signage for the development, and would provide one method of ingress and egress to the store. The Wal-greens store would contain a pharmacy offering the sale of pharmaceutical products requiring the services of a registered pharmacist. Eckerd moved for a temporary injunction to stop Walgreens from building its pharmacy across the street.

At the evi-dentiary hearing on the injunction, the Principal Planner for Seminole County testified that because of zoning requirements the parking spaces proposed for the Corners Group Property (the restricted parcel) were absolutely essential to the proposed site plan, and without them the project would not be approved. Following the hearing, the trial court granted Eek-erd’s request for a temporary injunction.

However, on final hearing, after the parties stipulated that no additional issues of fact were present and that the court could render a decision as a matter of law, the court denied Eckerd’s motion for entry of final judgment, ruled in favor of appellees and dissolved the temporary injunction. Eckerd contends that the trial court erred when it held that the restrictive covenant does not prohibit the construction of parking spaces, landscape islands or signage in the restricted parcel by its clear and unambiguous terms.

Corners Group contends, that because the pharmacy is to be located on unrestricted property, and no part of the structure is actually located on the restricted parcel, merely using the restricted parcel for adjacent parking does not violate the covenant. Neither the parties nor this court has been able to find a Florida case squarely addressing the issue before us. The general rule of covenant

interpretation has been expressed, however, in a long series of cases. While covenants that run with the land must be strictly construed in favor of the free and unrestricted use of real property, a restriction which sufficiently evidences the intent of the parties and which is unambiguous will be enforced according to its terms. Mizell v. Deal, 654 So.2d 659 (Fla. 5th DCA 1995). See also Cottrell v. Miskove, 605 So.2d 572 (Fla. 2d DCA 1992).

Put another way, although restrictive covenants should be narrowly construed in favor of the free transferability of property, they should never be construed in a manner which would defeat the plain and obvious purpose and intent of the restriction. Robins v. Walter, 670 So.2d 971 (Fla. 1st DCA 1995); Brower v. Hubbard, 643 So.2d 28 (Fla. 4th DCA 1994). Appellees point to the case of Siciliano v. Misler, 399 Pa. 406,160 A.2d 422 (1960), as a decision which supports the trial court’s ruling. There, appellants had purchased two adjacent tracts of property.

One of the tracts was unrestricted, while the other was subject to the following restriction: Appellant built a supermarket on the unrestricted parcel and built the parking lot for the market on the restricted parcel. In reversing a temporary injunction granted by the lower court, the Pennsylvania Supreme Court, relying on the strict construction policy, held that the words “such a” referred only to a store on the restricted parcel, so that both the store and the parking had to be on the restricted parcel in order for the restriction to apply.

We find this logic flawed for the reason that it makes the phrase “or the parking of motor vehicles for the convenience of the patrons of such a store or market ...” superfluous. If both the store and the parking are on the restricted parcel there is no need to refer to the parking separately, because the store alone violates the restriction. Clearly, the obvious purpose of the reference to parking was to restrict parking service to a market wherever located, in order to give meaning to those words. The case of H.E. Butt Grocery Co. v. Justice, 484 S.W.2d 628 (Tx.Civ.App.1972), is directly on point here.

Coleridge sold appellant Butt (HEB) a parcel of land and at the same time placed a restriction on adjacent land owned by Coleridge, to wit: Later, Coleridge sold adjacent land to Justice, a portion of which was subject to the restriction. Justice intended to construct a grocery store on the unrestricted portion, and use the restricted parcel for parking, and sought a declaratory judgment that such use would not violate the restrictive covenant.

The evidence reflected that, because of the zoning requirements for parking, the proposed foodstore could not be constructed without the use of parking facilities on the restricted tract. The trial court approved the use of the restricted tract for parking, but the appellate court reversed, holding: In construing the restriction we must give effect to that which is expressly set out, together with that which is necessarily implied, to ascertain the intention of the parties. Any doubt or ambiguity ■will be resolved against the restriction ....

The restriction is ‘against the use of any portion thereof for the purpose of conducting thereon a foodstore’. Manifestly the purpose of such restriction was to prohibit the restricted tract from being used as any necessary part of a competing supermarket with HEB. The proposed foodstore cannot be conducted without the use of the restricted area. Parking, ingress, egress, delivery of groceries to customers cars, are all under the record essential to conducting the proposed foodstore, and all would take place on the restricted tract.

And the Waco City Ordinance requires the proposed foodstore to have 250 to 275 parking spaces in order to operate. This makes the use of the restricted tract an indispensable and mandatory part of conducting the proposed foodstore. And parking is essential to the use of a building, or to the conduct of a business therein.... The parking lot is thus an integral part of the proposed operation. The foodstore cannot be conducted without it. And the fact others may share in its use does not change this situation.

Parking, ingress, and egress are all necessary and integral parts of the conducting of the proposed foodstore, and are prohibited on the restricted tract by the plain language of the restrictions. Thus any use of the restricted tract for parking, ingress, and egress in connection with the proposed foodstore to be located on adjacent unrestricted premises, is violative of the restrictions .... (citations omitted). Id. at 630-81. See also Sawdey v.

Kopas Corp., 30 Colo.App. 534, 495 P.2d 1153 (1972) (McDonald’s use of restricted parcel for parking violated covenant prohibiting use of property for restaurant operation or prepared food advertising or sale); Bennett v. Consolidated Realty Co., 226 Ky. 747, 11 S.W.2d 910 (1928) (use by owner of restaurant and dance hall of adjacent lots for parking violated restrictive covenant on adjacent lots that “no trade or business whatever shall be permitted or maintained on this property”); Centers, Inc. v.

Gilliland, 285 Ala. 593, 234 So.2d 883 (1970) (defendant’s use of property for parking as necessary feature of defendant’s retail business violated restrictive covenant which proscribed use of property for business purposes); Scallet v. Stock, 363 Mo. 721, 253 S.W.2d 143 (Mo.952) (mortuary on unrestricted lot could not use lots restricted to residential use for parking as an adjunct to the mortuary); Borsvold v. United Domes, 347 Mich. 672, 81 N.W.2d 378 (Mich.1957) (parking of dairy trucks on lots restricted against business violated restriction).

Finally, although in a different context, we have the recognition by our supreme court that parking for a business enterprise is an integral part of the enterprise. In Homer v. Dadeland Shopping Center, Inc., 229 So.2d 834 (Fla.1969), the owner of the shopping center contested the valuation for tax purposes of the parking areas, contending that these areas should not be assessed in the same amount as the improved areas.

In denying this claim, the court said: A shopping center planned and developed as a unit may embrace a diversity of stores so as to enable a shopper to fulfill his needs at one stop, but the success of the shopping center depends primarily upon sufficient parking area so as to alleviate the ever-increasing traffic problems. So it is that the land used for the parking area is an integral part of the shopping center and just as important to its development as the land upon which the buildings are erected.

The tax assessor was justified in placing the same value on the land used for the parking area as the land upon which the improvements were erected, (emphasis added). Id. at 837. Here, the manifest purpose of the restriction was to prohibit the restricted parcel from being used as any necessary part of a competing pharmacy. The proposed pharmacy cannot be built without the use of the restricted area, thus making the restricted parcel an integral part of the proposed pharmacy. We cannot separate the whole from the sum of its parts.

The order appealed from is reversed, and the cause remanded with instructions to grant appellant’s motion for entry of a permanent injunction. REVERSED and REMANDED. THOMPSON, J. concurs. GRIFFIN, J. dissents, with opinion. . The factual recitation is from the joint stipulation of facts entered into between the parties hereto.