Julian Depot Miami, LLC v. Home Depot U.S.A., Inc.
| Decision Date | 19 November 2018 |
| Docket Number | Civil Action No. 17-22475-Civ-Scola |
| Citation | 364 F.Supp.3d 1354 |
| Parties | JULIAN DEPOT MIAMI, LLC, Plaintiff, v. HOME DEPOT U.S.A., INC., Defendant. |
| Court | U.S. District Court — Southern District of Florida |
Eleanor Trotman Barnett, Glen H. Waldman, Michael Allen Azre, Waldman Barnett, P.L., Coconut Grove, FL, for Plaintiff.
David E. Gurley, Michael Allen Fant, Jr., Gurley & Associates, Sarasota, FL, for Defendant.
Order on Cross Motions for Summary Judgment
In its complaint, Plaintiff Julian Depot Miami, LLC seeks a judgment declaring that Defendant Home Depot U.S.A., Inc. is required, under the parties' agreement, to reconstruct a retail building Home Depot demolished after it was damaged by a fire in 2013. Julian Depot also asks the Court to declare that the parties' lease requires Home Depot to continue to pay rent until or unless it reconstructs the building. The parties have filed cross motions for summary judgment. Although the parties agree that the terms of the lease are unambiguous, they nonetheless quarrel over how those terms should be interpreted. Julian Depot maintains that the lease requires Home Depot to pay rent, apparently forever, until it rebuilds the razed improvements. Home Depot, on the other hand, submits the lease does not require it to rebuild and that its rent obligation expires at the end of the first twenty-year term of the lease in 2028. For the reasons that follow, the Court agrees with Home Depot, thus granting Home Depot's motion for summary judgment (ECF No. 64 ) and denying Julian Depot's motion (ECF No. 63 ).
Home Depot, in December 2006, entered into a land lease with Julian Depot's predecessor-in-interest, Tallahassee LLC (the "Lease"). Under the Lease, the initial twenty-year term of the Lease was subject to four five-year renewal options. According to the agreement, Home Depot had the option of constructing a retail building on the leased, but then as-yet-undeveloped, land, but was not required to do so. (See, e.g. , Pl.'s Mot. at 19.). Ultimately, Home Depot exercised its rights under the Lease and completed construction of a store on the parcel in March 2008 and thereafter opened and began operating the store. (Pl.'s Stmt. of Facts ¶ 19–20, ECF No. 62, 10; Def.'s Stmt. at ¶¶ 23–25.) Julian Depot took title to the property, assuming the Lease, in December 2012. (Pl.'s Stmt. at ¶ 21; Def.'s Opp. to Pl.'s Stmt. at 3, 5, ECF No. 71.) Less than a year later, on November 5, 2013, a fire significantly damaged the store. (Pl.'s Stmt. at ¶ 22; Def.'s Stmt. at ¶ 28.) A month later, Miami-Dade County's Regulatory and Economic Resources Department issued a notice of violation, ordering that the store either be repaired or demolished. (Pl.'s Stmt. at ¶ 23; Def.'s Stmt. at ¶ 29.) The County determined that the building was unsafe noting a number of issues: "falling away, hanging loose or loosening of siding, block, brick, or other building material"; "unusual sagging or leaning out of plumb of the structure or any part of the structure ... caused by deterioration or over-stressing"; "[t]he electrical or mechanical installation or systems create a hazardous condition"; and "substantial[ ] damage[ ]" to the building "by the elements, acts of God, fire, explosion or otherwise." (Def.'s Stmt. at ¶ 31; Pl.'s Resp. to Def.'s Stmt. at ¶ 31.) Home Depot claims it "removed the debris after the fire and secured the [l]and." (Def.'s Stmt. at ¶ 36). Julian Depot disagrees with Home Depot's characterization and instead maintains that "Home Depot obtained a demolition permit" and that its contractor thereafter "removed a building down to the slab and capped off all utilities." (Pl.'s Resp. to Def.'s Stmt. at ¶ 36.) In any event, Home Depot has elected not to rebuild the store and there is no evidence in the record that Home Depot ever intended to rebuild. (Def.'s Stmt. at ¶ 40; Pl.'s Resp. to Def.'s Stmt. at ¶ 40.)
Julian Depot's complaint centers on Home Depot's refusal to rebuild its home-improvement store. In seeking a declaratory judgment,2 Julian Depot submits it is uncertain regarding its rights and obligations under two sections of its Lease with Home Depot. According to Julian Depot, these two sections, 8.9(a)(i) and 10.1, require Home Depot to reconstruct any improvements that have been razed or demolished. (Compl. at ¶¶ 76–78.) Julian Depot also submits that if Home Depot has not completed construction of the replacement improvements by 180 days prior to the end of the twenty-year term, the Lease will automatically extend and Home Depot must continue to pay 115% of the annual base rent until (or unless) construction is completed. (Id. at ¶¶ 78, 82.C.)
Julian Depot maintains it is entitled to summary judgment in that there can be no dispute that sections 8.9(a)(i) and 10.1 "require Home Depot to Rebuild the Improvements at the Premises." (Pl.'s Mot. at 2.) For its part, Home Depot does not dispute that it must pay the increased rent based on its decision not to rebuild. But in seeking summary judgment itself, and opposing Julian Depot's cross-motion, Home Depot nonetheless insists the Lease does not impose an unyielding obligation on it to reconstruct the building. Home Depot also asserts the Lease will terminate, by its terms, on January 31, 2028, unless either (1) Home Depot exercises an option to extend or (2) Julian Depot exercises it right of early termination. Notwithstanding the parties' divergent views on their rights and obligations, they both maintain that the Lease is unambiguous.
Summary judgment is proper if following discovery, the pleadings, depositions, answers to interrogatories, affidavits and admissions on file show there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. Celotex Corp. v. Catrett , 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) ; Fed. R. Civ. P. 56. "An issue of fact is ‘material’ if, under the applicable substantive law, it might affect the outcome of the case." Hickson Corp. v. N. Crossarm Co. , 357 F.3d 1256, 1259–60 (11th Cir. 2004). "An issue of fact is ‘genuine’ if the record taken as a whole could lead a rational trier of fact to find for the nonmoving party." Id. at 1260. All the evidence and factual inferences reasonably drawn from the evidence must be viewed in the light most favorable to the nonmoving party. Adickes v. S.H. Kress & Co. , 398 U.S. 144, 157, 90 S.Ct. 1598, 26 L.Ed.2d 142 (1970) ; Jackson v. BellSouth Telecomms. , 372 F.3d 1250, 1280 (11th Cir. 2004). "If more than one inference could be construed from the facts by a reasonable fact finder, and that inference introduces a genuine issue of material fact, then the district court should not grant summary judgment." Bannum, Inc. v. City of Fort Lauderdale , 901 F.2d 989, 996 (11th Cir. 1990).
Once a party properly makes a summary judgment motion by demonstrating the absence of a genuine issue of material fact, whether or not accompanied by affidavits, the nonmoving party must go beyond the pleadings through the use of affidavits, documents, depositions, answers to interrogatories, admissions, or other materials, and designate specific facts showing that there is a genuine issue for trial. Celotex , 477 U.S. at 323–24, 106 S.Ct. 2548 ; Fed. R. Civ. P. 56(c)(1)(A). The nonmovant's evidence must be significantly probative to support the claims. Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 249, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). The Court will not weigh the evidence or make findings of fact. Id. at 249, 106 S.Ct. 2505 ; Morrison v. Amway Corp. , 323 F.3d 920, 924 (11th Cir. 2003). Rather, the Court's role is limited to deciding whether there is sufficient evidence upon which a reasonable juror could find for the nonmoving party. Morrison , 323 F.3d at 924.
According to Home Depot, it is not required to reconstruct the demolished retail building or to pay rent beyond 2028, the expiration of the Lease's initial twenty-year term. In support of its position, Home Depot points to one provision of the Lease—section 7.3—that explicitly absolves Home Depot of the obligation and another provision—section 10.1—that describes Home Depot's rebuilding of any damaged improvements as optional. Home Depot also maintains that the provision that Julian Depot relies on to sustain its claim that Home Depot must pay rent until it rebuilds, is inapplicable under the circumstances of this case. Julian Depot counters that Home Depot has cherry-picked discrete phrases and isolated various provisions of the contract and in doing so has neglected the intent of the Lease as a whole and nullified certain provisions entirely. Julian Depot also insists that the provision requiring continued rent payments, beyond the first twenty-year term of the Lease—section 8.9(a)(i)—is clearly applicable. As set forth below, the Court finds Julian Depot's arguments unavailing.
Although the parties each urge different interpretations of the Lease's terms, neither disputes that the Lease and other related agreements "clear[ly] and unambiguous[ly]" set forth "Home Depot's rebuilding obligations ... in the event of a fire and the demolition of the building." (Pl.'s Mot. 4–5.)3
As such, and "[u]nder general contract principles, the plain meaning of a contract's language governs its interpretation." Slater v. Energy Services Group Intern., Inc. , 634 F.3d 1326, 1330 (11th Cir. 2011) (citing Belize Telecom, Ltd. v. Belize, 528 F.3d 1298, 1307 & n. 11 (11th Cir. 2008) ) ; see also Bridge Capital Inv'rs, II v. Susquehanna Radio Corp. , 458 F.3d 1212, 1220 (11th Cir. 2006) (...
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