Green St. 2900 Inv'rs v. The St. Louis Woodworks

Decision Date30 August 2022
Docket NumberED110459
PartiesGREEN STREET 2900 INVESTORS, LLC, Respondent, v. THE ST. LOUIS WOODWORKS, INC., Appellant.
CourtMissouri Court of Appeals

Appeal from the Circuit Court of the City of St. LouisHonorable Jason M. Sengheiser

Philip M. Hess, Judge


St Louis Woodworks ("Appellant") appeals the trial court's entry of summary judgment for Green Street 2900 Investors, LLC ("Respondent") in an unlawful detainer action. Appellant raises five Points on appeal. In Point I, Appellant argues the trial court erred in failing to grant a stay in a separate action for specific performance. In Point II, Appellant argues the trial court erred in granting summary judgment because Appellant was lawfully in possession of the subject property under a properly executed option to renew the lease. In Point III, Appellant argues the trial court erred in granting summary judgment because Appellant raised genuine issues of material fact, namely the right to immediate possession and Respondent's good faith. In Point IV, Appellant argues the trial court erred in denying Appellant's request for discovery. In Point V, Appellant argues summary judgment was granted in error if we determine Appellant's option to renew was ambiguous.

We affirm.

Factual and Procedural Background

Appellant has leased space to operate its business at 500 Prospect Avenue since 2003. The original lease was set to expire in 2008 but provided a pair of five-year renewal options. The first renewal option set base rent at $5,750.00 per month. The second renewal option provided the monthly rate would be at "market rent," defined as "the lesser of rent quoted to prospective tenants within six (6) months prior to the expiration of the Lease term or rent paid by other tenants for comparable space within the surrounding area." The original lease instructed "Landlord shall provide Tenant with its estimate of the 'Market Rent' at lease [sic] five (5) months prior to the expiration of the first option term and both parties shall work in good faith to negotiate a mutually agreeable market rent." The lease continued "this option must be exercised no later than three (3) months before the expiration" of the lease term, and Appellant must be "in full compliance with all terms and conditions" of the lease.

The lease has been amended several times. In 2013, the lease was amended the fourth time. The fourth amendment provided the lease would expire October 31, 2020, and stated Appellant had an option to renew for a five-year or seven-year term ending in 2025 or 2027, respectively. The amendment did not mention a "market rent" calculation as in the original lease. Instead, it provided "the rate shall be at the current market rate as negotiated and agreed between Landlord and Tenant." Emphasis added. The amendment provided "words and phrases having defined meanings in the Lease shall have the same respective meanings" in the amendment unless otherwise defined and "all of the terms and conditions of the Lease shall remain unaltered and in full force and effect" unless "expressly modified" by the amendment.

On February 5, 2020, Appellant notified Respondent of its intention to exercise the option to renew through 2027 at $2.00 per square foot. Respondent acknowledged Appellant's "intent" to renew and responded with a $6.00 per square foot counteroffer. Respondent added "the actual exercise of the option and renewal" required compliance with the lease and alleged Appellant was in violation by "using space that is not subject to any lease agreement." Appellant requested documentation supporting Respondent's $6.00 per square foot counteroffer, to which Respondent replied with a list of "comparable" rental rates. Appellant contends it did not see Respondent's letter until the letter was filed as an exhibit attached to Respondent's motion for summary judgment.

On October 26, 2020, Respondent demanded Appellant vacate the premises by November 10, 2020. Appellant sued for specific performance and declaratory judgment. On January 6, 2021 Respondent filed this unlawful detainer suit. In the specific performance suit, the trial court denied Appellant's motion for a stay of this unlawful detainer action. The specific performance action is still pending and is not the subject of this appeal. In this unlawful detainer action, the trial court denied Appellant's motion for discovery granted Respondent's motion for summary judgment, and awarded possession and damages to Respondent. In its amended order and judgment, the trial court found the uncontroverted facts demonstrate the parties did not agree to a new lease rate as required by the fourth amendment's option to renew and the lease therefore terminated on October 31, 2020, after which Appellant became a holdover tenant. The trial court found Appellant's good faith arguments are not cognizable in an unlawful detainer action.

Appellant's specific performance suit has not been consolidated with Respondent's unlawful detainer action, from which Appellant appeals.

This appeal follows.

Standard of Review

Unlawful detainer appeals are reviewed under the same standard as other court-tried civil cases. Goser v. Boyer, 633 S.W.3d 482, 485 (Mo. App. E.D. 2021). We review the grant of summary judgment de novo. Green v. Fotoohighiam, 606 S.W.3d 113, 115 (Mo. banc 2020), reh'g denied (Sept. 29, 2020) (citing Goerlitz v. City of Maryville, 333 S.W.3d 450, 452-53 (Mo. banc 2011)). Summary judgment is only proper if the moving party establishes there is no genuine issue as to the material facts and the movant is entitled to judgment as a matter of law. Id. We review the record in the light most favorable to the party against whom summary judgment was entered. Id. We apply the same criteria as the trial court but can affirm the grant of summary judgment on a different basis than that put forward and by any theory supported by the record. Id.; Septagon Constr. Co. Inc.-Columbia v. Indus. Dev. Auth. of City of Moberly, 521 S.W.3d 616, 622 (Mo. App. W.D. 2017) (citing Mo. Bankers Assoc., Inc. v. St. Louis Co., 448 S.W.3d 267, 270-71 (Mo. banc 2014)). We review challenges to a denial of a motion for discovery for an abuse of discretion resulting in fundamental unfairness. State v. Mauchenheimer, 342 S.W.3d 894, 896 (Mo. App. W.D. 2011) (citing State v. Tisius, 92 S.W.3d 751, 762 (Mo. banc 2002)).

Point I: Appellant's Motion for a Stay

Appellant argues the trial court erred in granting summary judgment because it failed to grant Appellant a stay of the instant unlawful detainer action while Appellant's separate action for specific performance was pending. Appellant argues it followed the instruction of the Missouri Supreme Court to raise issues which are not cognizable in an unlawful detainer action in a separate action for specific performance, then seek a stay of the unlawful detainer action. Wells Fargo Bank, NA v. Smith, 392 S.W.3d 446, 461 (Mo. banc 2013). Appellant's Reply Brief emphasizes the instruction to seek a stay of the unlawful detainer action "in that separate case," meaning the specific performance action. Id. Appellant cites Vatterott v. Kay to argue this procedure makes "good common sense" because the result of a specific performance action may affect the right to possession in an unlawful detainer action. 672 S.W.2d 733, 735 (Mo. App. E.D. 1984). Appellant argues "its leasehold defenses," including Respondent's alleged bad faith, were properly raised in the unlawful detainer suit because the defenses were evidence it exercised an option to renew. Henze v. Shell Oil Co., 758 S.W.2d 93, 98 (Mo. App. E.D. 1988). "If" the trial court correctly found these claims were not cognizable, Appellant argues this case should have been stayed pending the outcome of the specific performance action.

Respondent argues we lack authority to review Point I because it concerns an order issued in a case which is not the case before this court.[1] Respondent notes Appellant has not provided authority empowering this Court to review orders issued in an action separate from the one before us. Farinella v. Croft, 922 S.W.2d 755 (Mo. banc 1996) (where a statute does not provide a right to appeal, no right exists). Respondent also argues the denial of the stay in the specific performance action is not reviewable because it is not a final judgment and that case is still pending. Columbia Mut. Ins. Co. v. Epstein, 200 S.W.3d 547 549 (Mo. App. E.D. 2006) ("A final judgment is a prerequisite for appellate review[.]"). As to the merits of Appellant's argument, Respondent argues a stay is a matter of judicial discretion and Appellant provided no authority suggesting reversal is appropriate here. Respondent also argues Appellant's good faith argument is an equitable defense which is not cognizable in this unlawful detainer action. Wells Fargo Bank, NA, 392 S.W.3d at 454.

We lack authority to review Point I. Appellant's appeal is taken from an unlawful detainer action captioned 2122-AC00113, but Point I seeks review of an order issued in the separate declaratory judgment action captioned 2022-CC10192. Appellant's notice of appeal indicates its appeal is from the unlawful detainer action. The description notes the pendency of an unnamed "related case," but refers to the unlawful detainer action as "this" case. The trial court found this case was not consolidated with the separate suit and the record supports its conclusion.

This Court's authority must be set out by statute. Dreppard v. Dreppard, 211 S.W.3d 620, 623 (Mo. App E.D. 2007). Rule 84.04(a)(2) instructs Appellant's Brief shall contain a "concise statement of the grounds on which jurisdiction of the review court is invoked,"[2] but Appellant...

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