Cobblestone Glen Flats LLC v. R&R-Beth LP
| Decision Date | 10 January 2022 |
| Docket Number | 1:20-cv-410-CLM |
| Court | U.S. District Court — Northern District of Alabama |
| Parties | COBBLESTONE GLEN FLATS, LLC, Plaintiff, v. R&R-BETH LP, Defendant. |
This case concerns liability for damage to rental houses. The property owner (Cobblestone Glen Flats, LLC), sued the tenant (R&R-Beth), who in-turn filed counterclaims against Cobblestone and the property management company (Taylor Real Estate Solutions Series, LLC).
The Court grants in part and denies in part Cobblestone's motion for partial summary judgment. (Doc. 29). The Court grants Taylor's motion for summary judgment. (Doc. 31). And the Court grants in part and denies in part R&R-Beth's motion for summary judgment. (Doc. 28).
The case will go to trial on Cobblestone's claims for breach of contract, trespass on the case, and negligence.
Cobblestone Glen Flats, LLC, owned a 46-townhome complex in Oxford Alabama. (Doc. 28-13 at 39-40). R&R-Beth LP manufactures and installs industrial air filtration systems and needed housing for its workers. (Doc. 28-2 at 26-27). So R&R-Beth leased eight units from Cobblestone from December 2018 to roughly December 2019-but not under the same lease agreements. (Doc. 28-2 at 52-53).
In December 2018, R&R-Beth and Cobblestone's property manager, J. Brittain & Associates, executed eight separate leases that ran from December 16, 2018 to June 30 2019. (Doc. 30-13 at 2-58). These original eight leases-one for each unit-contain hold-over provisions. (See, e.g., id. at 4 (§ 2.3)).
In May 2019-one month before the original leases were set to expire- Cobblestone switched its property-management services from J. Brittain to Taylor Real Estate Solutions Series, LLC. (Doc. 28-17 at 8-10). In June, Taylor asked R&R-Beth whether it planned to renew the eight leases before their June 30th expirations. (Doc. 30-13 at 132-34). After R&R-Beth said that it wished “to keep all of the apartments at least until the end of August, ” (id. at 132), Taylor sent an email with a link to its online lease-management portal so that R&R-Beth could sign new (and different) leases for each unit. (Doc. 30-29 at 3).[1] R&R-Beth accessed and electronically signed new leases for units 99 and 191, which extended those lease terms through August 31. (Doc. 30-13 at 84-115). But R&R-Beth never signed new leases for the other six units because, it says, “problems with Taylor Appfolio portal prevented [R&R-Beth] from signing new Taylor lease agreements for units 89, 87, 81, 85, 94, and 105.” (Doc. 36 at 6-7 ¶ 11).
In September, R&R-Beth and Taylor extended the lease terms for all eight units through email. (Doc. 28-28 at 4-5). But only two units (99 and 191) had signed Taylor leases. The only signed leases for the other six were the Brittain leases.
On December 3, R&R-Beth notified Taylor by email that it wanted to vacate six units (75, 81, 85, 89, 93, and 99) on December 31, and a seventh unit (105) on January 31. (Doc. 28-28 at 33).[2]
But the next day, someone broke into and vandalized seven of R&R-Beth's Cobblestone units (75, 81, 85, 89, 93, 99, and 105). (Doc. 28-27 at 18-38). R&R-Beth emailed Taylor one day later (December 5th), telling Taylor that it learned of a break-in at unit 105 and wished to vacate all eight units on December 31 because its “workers are not feeling safe in this area anymore.” (Doc. 30-13 at 137).
The break-ins and vandalism caused property damage to the units. (Doc. 30-13 at 59-73). But Stephen Whatley, Sr., then-owner of Cobblestone Glen Flats, LLC, testified that R&R-Beth's employees had also damaged the units:
(Doc. 30-1 at 210-11). Authorities never determined who vandalized the units. (Id. at 141-42). R&R-Beth vacated units 75, 81, 85, 89, 93, and 99 by December 31, 2019. (Doc. 30-14 at 94-95). And it vacated units 105 and 191 by January 31, 2020. (Doc. 28-2 at 183-84).
Cobblestone sued R&R-Beth for breach of contract under the Brittain leases, trespass, conversion, negligence, negligent supervision, and conspiracy. (Doc. 5). Cobblestone's suit seeks to recover for the damage only to units 75, 81, 85, 89, 93, and 105, which are the six units for which R&R-Beth didn't sign a Taylor lease. (Id. at 2). R&R-Beth filed counterclaims against Cobblestone and Taylor for breach of contract, fraudulent misrepresentation (and suppression), conversion, and violation of the Alabama Uniform Residential Landlord and Tenant Act. (Doc. 8).
R&R-Beth, Cobblestone, and Taylor each filed a summary-judgment motion. (Docs. 28, 29, 31).
Summary judgment is appropriate only “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c). A dispute is genuine “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is material if its resolution “might affect the outcome of the suit.” Id. At the summary-judgment stage, “all evidence and factual inferences are to be viewed in the light most favorable to the non-moving party, and all reasonable doubts about the facts are resolved in favor of the non-moving party.” Hardigree v. Lofton, 992 F.3d 1216, 1223 (11th Cir. 2021).
The Court starts by addressing each of Cobblestone's six claims in turn.
1. The claims: In its amended complaint, Cobblestone alleged that R&R-Beth violated various provisions of the Brittain leases for units 75, 81, 85, 89, 93, and 105-i.e., the six units for which R&R-Beth never signed Taylor leases. (Doc. 5 at 2-7). Among other things, the Brittain leases say that R&R-Beth must: (1) “report all needed repairs within 24 hours of discovery, ” § 2.1(21); (2) repair all property damage that results from “[a]ny criminal activity to happen on the property, ” § 2.1(8); and (3) maintain the units “in clean and sanitary manner” and to return them “in as good condition as received, normal wear and tear expected, ” § 2.1(10). (Id.). While Cobblestone didn't plead any claims under the Taylor leases in its amended complaint, in its summary judgment briefing, Cobblestone argues that R&R-Beth violated the Taylor leases, too. (Doc. 37 at 25).
R&R-Beth has three retorts. First, R&R-Beth argues that the Taylor leases apply to the six units at issue, even though it didn't sign Taylor leases for any of the six. (Doc. 36 at 19-20). R&R-Beth then argues that, if the Brittain leases control, R&R-Beth didn't violate any provisions of the Brittain leases. (Docs. 43 at 20-23, 49 at 11-13). Third, R&R-Beth points out that Cobblestone failed to plead breaches of the Taylor agreements, which govern at least two units. (Doc. 36 at 23).
Cobblestone and R&R-Beth each moved for summary judgment. (Docs. 28, 29). The Court denies summary judgment for both sides.
To prevail on a claim for breach of contract, the plaintiff must prove: (1) the existence of a valid and enforceable contract binding the parties; (2) his own performance under the contract; (3) the other party's nonperformance; and (4) resulting damages. State Farm Fire & Cas. Co. v. Slade, 747 So.2d 293, 303 (Ala. 1999). The elements of an express contract are “an offer and an acceptance, consideration, and mutual assent to terms essential to the formation of a contract.” Ex parte Jackson Cnty. Bd. of Educ., 4 So.3d 1099, 1103 (Ala. 2008) (quoting Ex parte Grant, 711 So.2d 464, 465 (Ala. 1997)).
2. Which lease controls: The Court first has to decide whether the Brittain or Taylor lease governs the six units Cobblestone pleaded in its complaint. Cobblestone argues that the Brittain leases apply because they contain a holdover provision and R&R-Beth never signed Taylor leases for those units. (Doc. 45 at 3). R&R-Beth argues that the parties manifested assent to the Taylor leases for all eight units despite neither party signing them. (Doc. 36 at 22-23).
Under Alabama law, “the purpose of a signature on a contract is to show mutual assent.” Ex parte Holland Mfg. Co., 689 So.2d 65, 66 (Ala. 1996). But “the existence of a contract may also be inferred from other external and objective manifestations of mutual assent.” I.C.E. Contractors, Inc. v. Martin & Cobey Const. Co., Inc., 58 So.3d 723, 725 (Ala. 2010). So unless required by statute or agreement, a contract “need not be signed, provided it is accepted and acted upon.” Ex parte Holland, 689 So.2d at 66. And “[w]hether a writing was accepted and acted upon as a contract is a question for a jury.” Id.
The Court finds that a genuine dispute of material fact exists as to whether the parties mutually “accepted and acted upon” the Taylor agreements. Id. On one hand a reasonable jury could find that the parties accepted and acted on the Taylor agreements. First, Cobblestone (through Taylor) created and delivered-or at least tried to deliver-the Taylor leases to R&R-Beth. (Doc. 30-29 at 3). Second, Brent Taylor (of Taylor Real Estate Solutions) testified that he managed all eight R&R-Beth units under the Taylor leases. (Doc. 28-24 at 104-05, 112).[3] And third, evidence suggests that R&R-Beth paid rent in...
To continue reading
Request your trial