The 2023 Florida Statutes
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The Board of Architecture and Interior Design (Board) filed a complaint against Mr. Diaz and D & RC for practicing architecture without a certificate of authorization as required by sections 481.219 and 481.223, Florida Statutes (2010). Mr. Diaz and D & RC claimed that their design-build proposal and services were authorized by a specific statutory exemption in section 481.229(3), Florida Statutes (2010):The Board of Architecture and Interior Design (Board) filed a complaint against Mr. Diaz and D&RC for practicing architecture without a certificate of authorization as required by sections 481.219 and 481.223, Florida Statutes (2010). Mr. Diaz and D&RC claimed that their design-build proposal and services were authorized by a specific statutory exemption in section 481.229(3), Florida Statutes (2010):William Sealy (“Appellant”) filed a complaint for breach of contract, enforcement of construction lien, and account stated, alleging that Perdido Key Oyster Bar Restaurant and Marina, LLC (“Appellee”), had failed to pay money due to him under a contract for architectural services. Appellee asserted as affirmative defenses, inter alia, that Appellant had no right to bring an action until he registered with the Department of State the fictitious name under which he was doing business, “William Sealy Architects,” as required by section 865.09(9)(a), Florida Statutes (2007); and that the construction lien was void and unenforceable because Appellant had failed to obtain a certificate of authorization from the Department of Business and Professional Regulation to provide architectural services under the fictitious name, as required by section 481.219(2), Florida Statutes (2007). Appellant filed a pleading denying the affirmative defenses.Florida law also requires corporations, limited liability companies, and partnerships offering interior design services in commercial settings in Florida to have a Florida-licensed interior designer serve as a partner or one of the principal officers of the firm. See Fla. Stat. § 481.219. For such entities to comply with Florida law, they must obtain a certificate of authorization from the Board. Fla. Stat. § 481.219(3). Certificate applicants must establish that "[o]ne or more of the principal officers of the corporation or one or more partners of the partnership, and all personnel of the [entity] who act in its behalf in [Florida] as interior designers, are registered." Fla. Stat. § 481.219(7)(b). A "registered" interior designer is one who "is licensed" under Florida law. See Fla. Stat. § 481.203(9).The author also points out the discrepancy between licensed contractors acting as qualifying agents, who are insulated from individual liability, and design professionals such as architects and engineers, who "are statutorily barred from using the corporate form as a means of avoiding personal liability for failure to meet standards of professional care to which they are bound to adhere." Id. at 67-68 (citing § 471.023(3) (engineers), and § 481.219(11) (architects)).The fairer way to conceptualize an agreement tainted by non-compliance with section 481.219 is to consider the contract to be voidable, in much the same way that fraudulent inducement renders a contract voidable, but not void. See Mazzoni Farms, Inc. v. E.I. DuPont De Nemours Co., 761 So.2d 306 (Fla. 2000). Since the licensing of architects is addressed by a different statute, it is clear that section 481.219 was not intended by the legislature to assure that all architects working in Florida are licensed. Rather, a plain reading of section 481.219 indicates that its intention is to avoid a misrepresentation regarding the composition of architectural business entities that enter contracts for work on Florida projects. If preventing misrepresentation is the goal, then Mazzoni Farms teaches that contracts in violation of section 481.219 are merely voidable, not void.Section 481.219, Florida Statutes, provides:The remedy fashioned by the majority for the appellant's failure to comply with section 481.219, Florida Statutes, is unenforceability of the appellant's contract. (I use the term "fashioned" in the most literal sense because the remedy is not derived from a statute and there appears to be no precedent for applying it because of failure to comply with the particular statute involved in this case.) Although I agree that this remedy is appropriate for some violations of professional regulation statutes, I do not agree with the majority's suggestion that it is appropriate where a corporation or partnership has simply failed to secure the certification prescribed in section 481.219(1)(b).481.219 Certification of partnerships and corporations. —. . . and D & RC for practicing architecture without a certificate of authorization as required by sections 481.219 . . .
. . . Professional Regulation to provide architectural services under the fictitious name, as required by section 481.219 . . .
. . . . § 481.219(7)(b); § 481.219(10) (explaining that the principal officer who qualifies the firm for its . . . . § 481.219. . . . Stat. § 481.219(3). . . . Stat. § 481.219(7)(b). A “registered” interior designer is one who “is licensed” under Florida law. . . . Stat. § 481.219(7)(b). “Registered” interior designers are those who are licensed. See Fla. . . .
. . . Id. at 67-68 (citing § 471.023(3) (engineers), and § 481.219(11) (architects)). . . .
. . . licensed Florida architects who never obtained the certificate of authorization described by section 481.219 . . . Section 481.219 allows architecture to be practiced through a corporation or a partnership, subject to . . . The licensing statute for architects is section 481.213, not section 481.219. . . . As Judge Allen pointed out, the language of section 481.219 does not compel a conclusion that a failure . . . Since the licensing of architects is addressed by a different statute, it is clear that section 481.219 . . .
. . . the time, Appellant, a corporation, did not have a certificate of authorization required by section 481.219 . . . Section 481.219, Florida Statutes, provides: (1) The practice of or the offer to practice architecture . . .
. . . suggests that the failure of a corporation or partnership to secure certification as provided in section 481.219 . . . The remedy fashioned by the majority for the appellant’s failure to comply with section 481.219, Florida . . . Paragraph (1)(a) of section 481.219, prohibiting corporations from offering architectural services to . . . Accordingly, I would construe the 481.219(l)(a) provision requiring all corporate personnel acting as . . . I would therefore determine that there was no violation of section 481.219(l)(a). . . . lawyer was unaware that O’Kon was unlicensed and had not registered in Florida, contrary to section 481.219 . . . Florida Statutes (1987), precluded a lien where O’Kon did not pursue certification pursuant to section 481.219 . . . Section 481.219(1) provides: 481.219 Certification of partnerships and corporations.— (1)The practice . . . As we noted in O’Kon I, the language of section 481.219(1)(b) is straightforward and mandatory, and appellant . . . architect, Steve Chick, came to Florida and worked on the plans in O’Kon’s behalf, contrary to section 481.219 . . .
. . . O’Kon did not pursue certification pursuant to section 481.219, Florida Statutes, and therefore it may . . . See section 481.219(l)(a) and (b), where it is provided that a corporation offering architectural services . . . We agree with appellees that without this statute, (as well as section 481.219(5), Florida Statutes), . . . qualified for licensure any applicant corporation or partnership which satisfies the requirements of s. 481.219 . . . (Emphasis supplied.) ****** 481.219 Certification of partnerships and corporations.— (1) The practice . . .