Great Falls Hardware Co. of Reston v. South Lakes Village Center Associates, Ltd. Partnership, 870912
| Decision Date | 09 June 1989 |
| Docket Number | No. 870912,870912 |
| Parties | The GREAT FALLS HARDWARE COMPANY OF RESTON v. SOUTH LAKES VILLAGE CENTER ASSOCIATES, LIMITED PARTNERSHIP. Record |
| Court | Virginia Supreme Court |
John A. Keats, Alexandria, (Richard J. Brownell, on brief), for appellant.
Mitchell B. Weitzman (Robert E. Greenberg, Deso & Greenberg, P.C., Washington, D.C., on brief), for appellee.
Present: All the Justices.
The central issue in this appeal is whether the trial court properly construed certain provisions in a commercial real estate lease. The lease was executed on May 7, 1983, between the Great Falls Hardware Company of Reston (Great Falls), as tenant, and South Lakes Village Center Associates Limited Partnership (South Lakes), as landlord.
Language used in two provisions of the lease is in dispute. Section 5.02 of the lease concerns "Common Area Maintenance [CAM] Expenses." The printed portion of the lease provides in pertinent part that the "Tenant agrees to reimburse Landlord for its proportionate share of all costs and expenses incurred by Landlord in maintaining and repairing all common areas in the Shopping Center." It also sets forth the formula by which the CAM expenses are to be calculated. The provision also contains a typewritten addition which reads as follows: "This provision shall be effective only so long as at least ninety-five percent (95%) of the other tenants of the Shopping Center are also required to comply with the terms and conditions as herein provided." The other disputed provision is section 7.01, which concerns payment of real estate taxes. Section 7.01 contains the same typewritten addition as does Section 5.02. The legal effect of the typewritten addition is the focal point of this appeal.
On September 25, 1986, Great Falls filed a Bill of Complaint for Declaratory Relief in which it sought judicial construction of the typewritten language. Great Falls contends that under its lease, it is not required to pay CAM expenses or real estate taxes unless ninety-five percent of the other tenants pay CAM expenses and real estate taxes pursuant to provisions substantially the same as the ones contained in Great Falls' lease. South Lakes contends that Great Falls is obliged to pay CAM expenses and real estate taxes so long as ninety-five percent of the other tenants comply with the CAM and real estate tax provisions in their own leases regardless of whether those provisions differ from the ones in Great Falls' lease. Both parties agree that the language is unambiguous.
The trial court held an ore tenus hearing concerning the circumstances under which the lease was executed and the intent of the parties. The trial court adopted South Lakes' contention; it ruled from the bench as follows:
The Court finds that notwithstanding the words quote: 'As herein provided.' unquote; the words quote: 'at least ninety-five percent of the other tenants of the shopping center are also required to comply with the terms and conditions' unquote, means complying with the terms and conditions of their respective leases.
The judgment order carries this bench ruling into effect; it states that the disputed language
is construed to mean that the Complainant herein shall be required to make monthly additional rent payments in the form of common area maintenance charges and real estate taxes so long as at least ninety-five percent (95%) of the other tenants of the shopping center are also paying such common area maintenance charges and real estate taxes pursuant to the terms and conditions set forth in their respective leases.
Great Falls makes two assignments of error: (1) that the trial court erred when it searched beyond the specific language used by the parties to express their agreement by considering circumstances surrounding the negotiation and execution of the lease; and (2) that the trial court erred when it selectively construed and interpreted only part of the provision and failed to address all the relevant language.
The basic principles are these: Where language is unambiguous, it is inappropriate to resort to extrinsic evidence; an unambiguous document should be given its plain meaning. See Ross v. Craw, 231 Va. 206, 212, 343 S.E.2d 312, 316 (1986); cf. Southwest Virginia Hospitals v....
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