By Jeffrey T. Donner, Esq.

September 11, 2026

Lawyers are accustomed to saying that words matter. Occasionally, however, an entire lawsuit really does turn on one of them. In Haught v. Eagle Palms Homeowners Association, Inc., No. 2D2025-1403 (Fla. 2d DCA Aug. 7, 2026), the Second District Court of Appeal confronted the meaning of perhaps the most ordinary conjunction in the English language: “or.” The homeowners’ association declaration provided that, when assessments were not paid, the association could bring an action at law against the owner personally obligated to pay them “or” foreclose its lien against the property. The defendants argued that the language meant exactly what it appeared to say: the association could choose one remedy or the other, but could not employ both.

The Second District disagreed in a divided opinion. Reading the declaration as a whole and considering section 720.3085(1)(c), Florida Statutes, the majority concluded that Eagle Palms Homeowners Association could foreclose its assessment lien and also pursue a money judgment for the unpaid assessments. The dissent thought the majority had effectively converted “or” into “and” and, in doing so, failed to enforce the parties’ declaration as written.

The case is interesting for more than HOA collection lawyers. It illustrates a recurring problem in Florida real-property litigation: statutory rights, contractual rights created by recorded declarations, later amendments to those declarations, and traditional rules of contract interpretation do not always line up neatly. When they do not, the answer rarely comes from reading one statutory subsection or one sentence of the declaration in isolation.

The unusual facts behind the dispute

The litigation arose from a townhome in Eagle Palms, a multifamily community in Riverview, Florida. In 2014, the association obtained a foreclosure judgment against the then-owners for unpaid assessments. Bankruptcy delayed the foreclosure sale, which ultimately occurred in August 2015.

Before that sale, however, Barry Haught paid the owners $1,000 and obtained a quitclaim deed transferring the property to Hollagher Group, LLC, purportedly as trustee of a land trust. Haught and his associates thereafter leased the property and collected rent. According to the Second District’s opinion, however, they did not pay either the assessments that were already delinquent or the assessments accruing while they controlled the property.

The association eventually brought a separate action seeking payment of the unpaid assessments along with fraud-based relief. Following a bench trial, the circuit court entered a $30,502.44 judgment against Haught, Whitburn, LLC, and Hollagher Group, LLC, jointly and severally. The trial court also made findings concerning fraudulent documents and the defendants’ ownership structure. Those fraud findings were not challenged on appeal.

The appellate issue was therefore considerably narrower than the somewhat colorful factual history. Eagle Palms had already obtained a foreclosure judgment arising from unpaid assessments. Could it nevertheless obtain a money judgment imposing personal liability for those assessments against successor-related defendants?

That question required the court to reconcile the declaration with Florida’s HOA statute.

The declaration appeared to present a choice

Article V, section 8 of the Eagle Palms declaration provided, in substance, that when an assessment was unpaid, the association could bring an action at law against the owner personally obligated to pay it “or” foreclose the lien against the property.

Standing alone, that is hardly obscure language. In ordinary English, “A or B” ordinarily describes alternatives. If a contract says that a party may rescind a transaction “or” recover damages, a lawyer would naturally ask whether the parties meant those remedies to be alternative rather than cumulative.

But contracts are not ordinarily interpreted one sentence at a time. The majority looked elsewhere in the declaration and found provisions suggesting that the association possessed two separate rights arising from the same delinquency. Article V, section 1 provided that assessments constituted both a continuing lien against the property and the personal obligation of the owner. Elsewhere, the declaration broadly authorized the association to proceed at law or in equity to enforce liens, charges, covenants, and restrictions. Even the heading of the particular enforcement provision referred to the association’s “Remedies” in the plural.

Most importantly, the majority found no language stating that either remedy was “exclusive,” that the association was required to “elect” between remedies, or that exercising one remedy waived the other. Viewed within the architecture of the declaration rather than in isolation, the majority concluded that the word “or” did not necessarily impose the limitation the defendants attributed to it.

That conclusion was reinforced by the statute.

Section 720.3085 expressly contemplates both remedies

Section 720.3085(1)(c), Florida Statutes, permits an association to foreclose its assessment lien in the same manner as a mortgage and also provides that the association may bring an action to recover a money judgment for unpaid assessments “without waiving any claim of lien.”

That language is unmistakably cumulative. The Legislature did not require an HOA to surrender the property-based security represented by its lien merely because it pursued the owner’s personal obligation to pay assessments. The statutory structure recognizes the familiar distinction between a debt and the remedies available to collect that debt.

The timing, however, complicated the analysis. The Eagle Palms declaration was recorded in 2006. Section 720.3085 was enacted afterward, in 2007. That created a potential constitutional problem because a recorded declaration functions as a contract among the affected property owners, and Florida’s Constitution prohibits legislation impairing contractual obligations.

The case therefore could not be resolved simply by saying that a later statute trumped an earlier declaration. Florida law does not permit the Legislature to rewrite preexisting private contracts merely because it later adopts a different policy.

But another event made Haught unusual. In 2010, after enactment of section 720.3085, the Eagle Palms declaration was amended. The amended declaration imposed joint and several liability upon a successor owner for unpaid assessments owed by the prior owner—language substantially paralleling the successor-liability provisions of section 720.3085.

That amendment mattered. The owners had affirmatively changed their declaration after the statute existed and incorporated the statute’s basic successor-liability concept. Yet they did not amend the separate provision employing the word “or.” That history gave the majority additional reason to conclude that the declaration could be harmonized with the statutory scheme rather than treated as irreconcilably inconsistent with it.

The majority did not actually hold that “or” means “and”

It would be tempting to reduce Haught to a linguistic curiosity and say that the Second District held that “or” can mean “and.” That would overstate the decision.

Judge Labrit’s majority opinion did not purport to announce a general rule that courts may disregard ordinary conjunctions whenever doing so produces a more convenient result. Instead, the court examined the declaration as an integrated document. It found two underlying obligations—a lien against the property and personal liability for the assessment debt—and other language broadly authorizing enforcement. It also relied upon the absence of language expressly making the remedies exclusive.

The court therefore concluded not that “or” literally means “and,” but that this particular use of “or,” in this particular declaration, did not amount to an election-of-remedies clause.

That distinction is important. A declaration stating that an association may pursue “either” a money judgment “or” foreclosure, “but not both,” would present a materially different case. So would language making one remedy exclusive upon its exercise or expressly providing that commencement of one proceeding waives the other. Haught should not be read as a license to disregard such language.

The majority also identified an additional textual complication. The section containing the supposed election applied to an action against the owner “personally obligated” when the assessment became due. The successor-liability amendment later made subsequent owners jointly and severally liable for unpaid assessments, but that did not necessarily make the successor the same owner who was personally obligated when the assessment originally accrued. The majority noted that this distinction independently cast doubt on whether the asserted limitation even applied to the defendants before it.

The dissent presents a serious textual argument

Judge Atkinson dissented, and his opinion deserves attention because it identifies the danger in stretching whole-document interpretation too far.

The dissent began with ordinary language. When a provision states affirmatively that a party may do one thing “or” another, the natural reading is that the party is being given alternatives. A drafter need not necessarily write “either A or B, but not both” every time an election is intended. According to the dissent, the majority’s interpretation deprived “or” of its ordinary function.

The dissent also rejected the proposition that construing the provision as an election would somehow nullify the declaration’s creation of both a lien and personal liability. Those are different concepts. A contract may create two substantive rights while limiting a party to one remedy for enforcing them. The fact that two remedies exist does not answer whether the parties agreed that both may be pursued.

That is an important distinction. Florida’s common-law election-of-remedies doctrine generally concerns remedies founded upon inconsistent or irreconcilable positions. Foreclosing a lien and enforcing personal liability for the same debt are not inherently inconsistent. Both assume the validity of the same underlying obligation. But parties remain capable of creating their own contractual election even where the common law would otherwise permit cumulative remedies.

The dissent also relied upon the traditional principle that a specific contractual provision ordinarily controls over a more general one. The majority emphasized the declaration’s broad general enforcement provision. The dissent responded, in essence, that the specific assessment-remedies clause was precisely where one should look to determine which remedies were available for unpaid assessments.

Neither position is frivolous. That is one reason Haught is a useful case. It demonstrates that textualism does not always yield a single inevitable answer merely because everyone agrees that the text controls. Lawyers and judges may agree entirely on the governing interpretive principles yet disagree over which textual feature deserves priority.

The constitutional problem lurking underneath the case

The disagreement also implicated a larger body of Florida law concerning the relationship between association declarations and later-enacted statutes.

In Cohn v. Grand Condominium Association, Inc., 62 So. 3d 1120 (Fla. 2011), the Florida Supreme Court reaffirmed that a condominium declaration is contractual in nature and that later legislation cannot constitutionally alter vested contractual rights merely because the Legislature has changed the governing statutory scheme.

Similarly, in Pudlit 2 Joint Venture, LLP v. Westwood Gardens Homeowners Association, Inc., 169 So. 3d 145 (Fla. 4th DCA 2015), the Fourth District refused to apply later-enacted HOA legislation in a manner that would displace express protections contained in an earlier declaration. The declaration in Pudlit specifically limited successor liability and addressed the effect of foreclosure upon assessment obligations. The court enforced those contractual provisions notwithstanding later statutory changes.

Haught does not overrule Pudlit. A district court of appeal could not overrule another district in any event. Instead, the Second District distinguished it. The Eagle Palms declaration did not contain the same express limitations found in Pudlit, and, significantly, Eagle Palms had amended its declaration after enactment of section 720.3085 to impose statutory-style successor liability.

The difference illustrates why association cases are often much more document-intensive than they first appear. It is not enough to locate the current version of Chapter 720 and read the relevant subsection. Counsel may need the original declaration, every amendment, the statutory law existing when the declaration was recorded, the statutory law existing when each amendment was adopted, and the particular language by which the declaration incorporates—or declines to incorporate—future statutory changes.

In other words, the governing law is often historical rather than merely current.

Foreclosure and a money judgment remain remedies for one debt

Another point should not be lost in the debate over cumulative remedies. Permitting an HOA to obtain a lien remedy and a personal remedy does not permit the HOA to collect the same debt twice.

The lien secures the assessment obligation against the property. Personal liability permits collection from a person who is legally responsible for that obligation. Those are different mechanisms for obtaining satisfaction of one underlying debt. Payments, foreclosure proceeds, settlements, and other recoveries must be credited against the balance.

Florida law has long distinguished between the availability of multiple remedies and multiple satisfaction of the same damages. The prohibition is against double recovery, not against possessing more than one lawful means of enforcing an obligation.

That distinction matters in practice. The judgment, payoff ledger, foreclosure accounting, and any subsequent collection activity should accurately reflect all credits. An association that succeeds in establishing multiple avenues of recovery does not thereby acquire multiple copies of the underlying debt.

The practical significance of Haught

For associations, Haught is a reminder that collection rights should not be assumed from Chapter 720 alone. The declaration should be examined before litigation begins, not after a defense based upon its language has been raised. If an association intends its remedies to be cumulative, the cleanest solution is for the governing documents—where amendment is legally permissible—to say so expressly.

For owners and purchasers, the converse is equally important. A foreclosure proceeding does not necessarily extinguish every form of personal liability associated with unpaid assessments. Nor does acquisition through a quitclaim deed, LLC, trust, or other ownership vehicle necessarily eliminate statutory successor liability. The chain of title, timing of assessments, declaration language, amendments, estoppel information, foreclosure history, and applicable version of the statute all may matter.

The case is particularly instructive for lawyers who encounter old declarations. Florida contains enormous numbers of communities governed by instruments drafted decades ago and amended piecemeal as statutes changed. Those documents often contain provisions reflecting statutory regimes that no longer exist alongside amendments borrowing language from newer statutes. A dispute that superficially appears to require interpretation of one provision may therefore require reconstructing the legal history of the entire instrument.

That is what happened in Haught. Had the case involved only the isolated sentence permitting an action at law “or” foreclosure, the dissent’s interpretation would have considerable intuitive force. Had it involved only the current statute, the association’s position would have been straightforward. The difficulty arose because both texts existed, because they were adopted at different times, and because the declaration was subsequently amended in a manner that partially—but not completely—tracked the statutory scheme.

The larger lesson

The most interesting aspect of Haught is therefore not whether the word “or” can occasionally accommodate two remedies. It is the court’s demonstration that contractual interpretation in association litigation cannot reliably be performed by extracting one sentence from a declaration and treating it as the entire agreement.

The declaration creates the rights. Amendments may alter them. Statutes may supplement them. Constitutional limitations may prevent later statutes from impairing them. Ownership changes may transfer some obligations while leaving others behind. Foreclosure may affect property-based rights differently from personal liability. And even where multiple remedies exist, satisfaction of the underlying obligation remains a separate question.

The Second District ultimately concluded that the Eagle Palms declaration and section 720.3085 could be read together without creating an irreconcilable conflict. The association therefore was not required to choose permanently between foreclosure of its lien and enforcement of personal liability for the unpaid assessments.

Whether that result applies to another Florida community will depend upon the documents governing that community. That, more than any semantic debate over the word “or,” is the enduring lesson of Haught.