Barrow County Airport Authority v. ROMANAIR
| Citation | 563 S.E.2d 467,254 Ga. App. 722 |
| Decision Date | 20 March 2002 |
| Docket Number | No. A01A2508.,A01A2508. |
| Parties | BARROW COUNTY AIRPORT AUTHORITY v. ROMANAIR, INC. |
| Court | United States Court of Appeals (Georgia) |
OPINION TEXT STARTS HERE
James E. Palmour III, Gainesville, for appellant.
Morton M. Wiggins III, Athens, for appellee.
The Barrow County Airport Authority appeals the trial court's order interpreting its lease with Romanair, Inc., enjoining the Authority from collecting any more monthly rent than it collected before September 1, 2000, declaring that the Authority could not increase the rent until the next change date and requiring the Authority to act before the change date if it wanted to increase the rent. The court further declared that any increase in rent could not exceed the amount of rent charged in the month preceding the change date by more than 30 percent.
The Authority contends the trial court erred by failing to find that the lease provides for automatic rental adjustments based on increases in the Consumer Price Index ("CPI") on the change date; erred by holding that the lease requires action by the Authority to adjust the rent on the change date; erred by granting an injunction preventing the Authority from ever collecting any greater rental than was collected in the month preceding September 1, 2000; erred by declaring that the Authority cannot adjust the rent for a five-year period beginning on a change date without taking action before the change date; and erred by declaring that any change in the amount of rent charged cannot exceed the previous amount charged by more than 30 percent. Although we affirm the trial court's limitation on the increase in the amount of rent, for the reasons stated below, we must reverse the trial court and remand the case for further proceedings.
This appeal concerns the construction of a lease between the Authority and Romanair at the Barrow County Airport. The lease allowed Romanair to sell fuel at the airport in return for a minimum payment plus an additional rent payment based upon the amount of fuel sold in the preceding month. The lease provides that Romanair promises to pay a monthly rental of $400 per month plus an additional rental of three cents per gallon of fuel and gasoline sold by Romanair in the preceding month. The lease also contains the following provision for adjusting the monthly rental:
The monthly rental shall be subject to adjustment at the beginning of each five year period commencing September 1, 1990 (hereinafter the change date) as follows: [Romanair] shall pay the Authority as increased rent such percentage of the basic rent as is proportionate to the change, if any, in the National Consumer Price Index as published by the United States Bureau of Labor [Statistics] from its level on the date of this agreement and its level on the change date. This rental adjustment shall be due each month during the subsequent five (5) year term until the rent is readjusted at the next change date. It is agreed by the parties that the rental adjustment shall not be changed by more than thirty percent (30%) from the rental amount for the month immediately preceding the change date. That the minimum monthly rental in any year shall be Three Hundred Dollars ($300.00) per month plus two cents per gallon of gasoline fuel sold by [Romanair].
(Emphasis supplied.)
Apparently, no adjustments to the price per gallon charge in the lease were made or attempted between 1985, when the lease was signed, and March 27, 2001, when the Authority imposed a rent adjustment, effective April 1, 2001, increasing the charge from three cents to five cents per gallon. Romanair objected to the increase and filed this action for declaratory judgment and injunctive relief. Romanair asserted that the lease did not give the Authority the authority to impose the adjustment because the lease only allowed adjustments at the beginning of each five-year period and that the sixty-six percent adjustment from three to five cents per gallon violated the provision in the lease limiting adjustments to no more than thirty percent of the previous rental amount.
The Authority contended, however, that the adjustment was authorized. The Authority relied upon paragraph 25 of the lease:
No failure of [the] Authority to exercise any power given [the] Authority hereunder, or to insist upon strict compliance by [Romanair] of any obligation hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of [the] Authority's right to demand exact compliance with the terms hereof.
The parties submitted a joint stipulation of facts, and after argument, the trial court ruled that, contrary to the Authority's position, the lease did not provide for an automatic adjustment to the rent at the beginning of each five-year period. The court found that under the lease clause providing that the rent "shall be subject to adjustment" was not mandatory and self-executing and that the lease required action by the Authority to adjust the rent. Consequently, the court ruled that Romanair was entitled to an injunction "preventing [the Authority] from collecting any more rental than that collected for the month preceding September 1, 2000." The court further declared that "the Authority may not make changes for a five-year period beginning on a change date unless the Authority acts prior to the change date" to adjust the rent and further declared that "such changes may not exceed the amount of rent charged in the month preceding the change date by more than 30%."
1. Even though this appeal concerns the grant of a permanent injunction, we have appellate jurisdiction because the grant of such relief in this case was merely ancillary to the underlying legal issue of interpreting the lease. Beauchamp v. Knight, 261 Ga. 608, 609, 409 S.E.2d 208 (1991).
2. In reviewing the trial court's decision, we are guided by the following principles:
"An issue of contract construction is at the outset a question of law for the court." Grier v. Brogdon, 234 Ga.App. 79, 80(2), 505 S.E.2d 512 (1998). The first step is to look to the four corners of the instrument to determine the meaning of the agreement from the language employed. Terry v. State Farm &c. Ins. Co., 269 Ga. 777, 778-779(2), 504 S.E.2d 194 (1998). If the contract language is ambiguous, however, then the court must apply the applicable rules of construction. Grier v. Brogdon, 234 Ga.App. at 80, 505 S.E.2d 512; OCGA § 13-2-2. "The cardinal rule of contract construction is to ascertain the intention of the parties." (Punctuation omitted.) Amstadter v. Liberty Healthcare Corp., 233 Ga.App. 240, 242(1), 503 S.E.2d 877 (1998); OCGA § 13-2-3. If, after applying the rules of construction, the language remains ambiguous, then the finder of fact must resolve the ambiguity. See id.
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