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HomeMy WebLinkAbout94-4733 Civil BARON II, a : IN THE COURT OF COMMON PLEAS OF Pennsylvania Partnership,: Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA : v. : CIVIL ACTION - LAW : TECHNICAL SERVICES : ASSOCIATES, INC., : .~ Defendant : NO. 94-4733 CIVIL TERM IN RE: DEFENDANT'S MOTION FOR JUDGMENT ON THE PLEADINGS BEFORE SHEELY, P.J., HOFFER and OLER, JJ. ORDER OF COURT AND NOW, this ~ O~ day of December, 1994, after careful consideration of Defendant's Motion for Judgment on the Pleadings, as well as the briefs and oral argument presented in this matter, the Motion is DENIED. BY THE COURT, Wesley Ol~r., Norman P. Hetrick, Esq. ~ Anthony J. Nestico, Esq. P.O. Box 1265 Harrisburg, PA 17108-1265 Attorneys for Plaintiff Edward E. Guido, Esq. Timothy M. Anstine, Esq. 26 West High Street Carlisle, Pa 17013 Attorneys for Defendant : rc BARON II, a : IN THE COURT OF COMMON PLEAS OF Pennsylvania Partnership,: Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA : v. : CIVIL ACTION - LAW : TECHNICAL SERVICES : ASSOCIATES, INC., : Defendant : NO. 94-4733 CIVIL TERM IN RE: DEFENDANT'S MOTION FOR JUDGMENT ON THE PLEADINGS BEFORE SHEELY, P.J., HOFFER and OLER, JJ. OPINION and ORDER OF COURT Oler, J. This case arises out of a conflict over the interpretation of a commercial lease. Baron II, a Pennsylvania partnership (Plaintiff), the lessor, has filed an action for declaratory judgment against Technical Services Associates, Inc. (Defendant), the lessee, asking the Court to interpret a provision of the lease. Presently before the Court is a motion for judgment on the pleadings filed by Defendant. For the reasons stated in this Opinion, Defendant's motion will be DENIED. STATEMENT OF FACTS AND PROCEDURAL HISTORY Statement of Facts. Plaintiff is a partnership with its principal place of business at 931 North Front Street, Harrisburg, Dauphin County, Pennsylvania.~ Defendant is a corporation with its principal office located at 360 Wire Road, York, York County, Pennsylvania.2 ~ Plaintiff's Complaint, paragraph 1; Defendant's Answer with New Matter, paragraph 1. ~ Plaintiff's Complaint, paragraph 2; Defendant's Answer with New Matter, paragraph 2. No. 94-4733 CIVIL TERM On or about April 18, 1991, the parties entered into a lease agreement in which Defendant agreed to lease space from Plaintiff in a building Plaintiff owned at 2 Market Plaza Way, Mechanicsburg, Upper Allen Township, Cumberland County, Pennsylvania.3 Section 29.2.1 of the lease agreement governs the calculation and payment of Defendant's portion of the operating expenses of the building,4 and provides as follows: Tenant shall pay Tenant's proportionate Share for increases in Operating Expenses during each Operating Year to the extent that said Operating Expenses shall exceed the Operating Expenses incurred by Landlord during the Base Period; however, this amount due and payable is limited to three (3%) percent of the average base rent payable under this Lease plus any previous year's additional rent.s This lease agreement is similar to the leases used by Plaintiff for other tenants located in the same building.~ On May 4, 1994, Plaintiff mailed Defendant a letter requesting Defendant's portion of the operating expenses for 1993, in the 3 Plaintiff's Complaint, paragraphs 1, 3; Exhibit A; Defendant's Answer with New Matter, paragraphs 1, 3. 4 Plaintiff's Complaint, paragraph 4; Defendant's Answer with New Matter, paragraph 4. s Plaintiff's Complaint, Exhibit A; Defendant's Answer with New Matter, paragraph 5. ~ Defendant's Answer with New Matter, paragraph 15; Plaintiff's Answer to Defendant's New Matter, paragraph 15. 2 No. 94-4733 CIVIL TERM (capped) amount of $3,880.00, to be paid by June 1, 1994.7 Defendant responded with a letter dated May 18, 1994, disputing the way in which Plaintiff calculated the capped amount of the operating expenses, and offered to pay $1,992.00.8 Defendant has yet to make any actual payment.9 According to Plaintiff, the language of Section 29.2.1 relevant to the calculation of the cap amount of operating expenses chargeable to Defendant is to be interpreted as providing for the multiplication of the annual base rent by .03, and the addition of the prior year's additional rent to that amount to equal the total cap amount.~° According to Defendant, the language of Section 29.2.1 provides for calculation of the cap amount by adding the annual base rent to the previous year's additional rent, and then multiplying this sum by .03.~ A larger figure for rent each year will result from Plaintiff's method of calculation. Procedural History. Plaintiff initiated this action by filing 7 Plaintiff's Complaint, paragraph 10; Defendant's Answer with New Matter, paragraph 10. 8 Plaintiff's Complaint, paragraph 11; Defendant's Answer with New Matter, paragraph 11. 9 Plaintiff's Complaint, paragraph 12; Defendant's Answer with New Matter, paragraph 12. ~0 Plaintiff's Complaint, paragraph 6; Defendant's Answer with New Matter, paragraph 7. ~ Plaintiff's Complaint, paragraph 8; Defendant's Answer with New Matter, paragraph 8. 3 No. 94-4733 CIVIL TERM a complaint on August 22, 1994, requesting the Court to issue an order requiring Defendant to pay operational costs in the amount of $3,823.00~ and to provide that Plaintiff's interpretation of Section 29.2.1 of the lease agreement will be implemented throughout the remainder of the lease term. Defendant responded by filing an answer with new matter on September 15, 1994. Plaintiff replied to Defendant's new matter on October 6, 1994. Defendant's motion for judgment on the pleadings, asserting that no genuine issue of material fact exists and that Defendant's interpretation of Section 29.2.1 of the lease agreement is correct, was filed on October 14, 1994. STATEMENT OF LAW The standard of review for a motion for judgment on the pleadings is well-settled: A motion for judgment on the pleadings should be granted only where the pleadings demonstrate that no genuine issue of fact exists, and that the moving party is entitled to judgment as a matter of law. Pa. R.C.P. 1034. Thus, a trial court must confine its consideration to-the pleadings and relevant documents and accept as true all well pleaded statements of fact, admissions, and any documents properly attached to the pleadings presented by the party against whom the motion is filed. The court may grant judgment on the pleadings only where the moving party's right to succeed is certain and the case is so free from doubt that trial would clearly be a fruitless exercise. ~ It is unclear why the amount requested in the May 4, 1994 letter to Defendant differs from this amount. 4 No. 94-4733 CIVIL TERM McAilister v. Millville Mut. Ins. Co., 433 Pa. Super. 330, 334, 640 A.2d 1283, 1285 (1994). In Cusamano v. Anthony M. DiLucia, Inc., 281 Pa. Super. 8, 421 A.2d 1120 (1986), the rules of contract construction were discussed in the context of a landlord-tenant lease. We begin with the observation that leases are in the nature of contracts and are thus controlled by principles of contract law, including the well settled rules of interpretation and construction. As in the case of other written contracts, the purpose in interpreting a lease is to ascertain the intention of the parties, and such intention is to be gleaned from the language of the lease. Such intention is not to be determined merely by reference to a single word or phrase, but rather by giving every part of the document its fair and legitimate meaning. Cusamano v. Anthony M. DiLucia, Inc., 281 Pa. Super. 8, 13, 421 A.2d 1120, 1122 (1980) (citations omitted). Additionally, as the Commonwealth Court has noted, '[w]hen a written contract is clear and unequivocal, its meaning must be determined by its contents alone. It speaks for itself and a meaning cannot~ be given to it other than that expressed. Where the intention of the parties is clear, there is no need to resort to extrinsic aids or evidence.' Hence, where the language is clear and unambiguous, the focus of interpretation is upon the terms of the agreement as manifestly expressed, rather than as, perhaps, silently intended. Steuart v. McChesney, 498 Pa. 45, 49, 444 A.2d 659, 661 (1982), quoting East Crossroads Ctr., Inc. v. Mellon-Stuart Co., 416 Pa. 229, 230-31, 205 A.2d 865, 866 (1965). 5 No. 94-4733 CIVIL TERM However, "where an ambiguity exists, parol evidence is admissible to explain or clarify or resolve the ambiguity, irrespective of whether the ambiguity is created by the language of the instrument or by extrinsic or collateral circumstances." In re Herr Estate, 400 Pa. 90, 94, 161A.2d 32, 34 (1960). A contract is ambiguous if it is reasonably susceptible of different constructions and capable of being understood in more than one sense. Hutchinson v. Sunbeam Coal Corp., 513 Pa. 192, 201, 519 A.2d 385, 390 (1986). "The court, as a matter of law, determines the existence of an ambiguity and interprets the contract whereas the resolution of conflicting parol evidence relevant to what the parties intended by the ambiguous provision is for the trier of fact." Id. As a general rule, however, when an ambiguity does exist, it is to be construed most strongly against the party who drafted the contract. Cusamano v. Anthony M. DiLucia, Inc., 28 Pa. Super. 8, 14, 421 A.2d 1120, 1123 (1980). APPLICATION OF LAW TO FACTS In the present case, Section 29.2.1 of the lease agreement between the parties is arguably susceptible to the interpretation given to it by each of the parties. Moreover, Plaintiff has averred that a certain history exists with respect to the provision in question in similar leases. At this time, it appears to be premature to resolve the case in favor of either party. For these reasons, the following Order will be entered: No. 94-4733 CIVIL TERM ORDER OF COURT AND NOW, this day of December, 1994, after careful consideration of Defendant's Motion for Judgment on the Pleadings, as well as the briefs and oral argument presented in this matter, the Motion is DENIED. BY THE COURT, s/ J. Wesley Oler, Jr. J. Wesley Oler, Jr., J. Norman P. Hetrick, Esq. Anthony J. Nestico, Esq.~ P.O. Box 1265 Harrisburg, PA 17108-1265 Attorneys for Plaintiff Edward E. Guido, Esq. Timothy M. Anstine, Esq. 26 West High Street Carlisle, Pa 17013 Attorneys for Defendant : re 7