Seapoint Properties, LLC v. Henrich, D048132 (Cal. App. 6/6/2007)
| Decision Date | 06 June 2007 |
| Docket Number | D048132 |
| Parties | SEAPOINT PROPERTIES, LLC, Plaintiff, Cross-Defendant and Respondent, v. WILLIAM M. HENRICH, Defendant, Cross-Complainant and Appellant. |
| Court | California Court of Appeals Court of Appeals |
Appeal from a judgment of the Superior Court of San Diego County, No. GIC840513, Steven R. Denton, Judge. Affirmed.
William Henrich appeals from a judgment in favor of Seapoint Properties, LLC (Seapoint) awarding Seapoint breach of contract damages for unpaid rent, late charges and interest after Henrich vacated leased commercial premises. In part, the court found Henrich had exercised a lease renewal option for an additional 36-month term at a $1350 monthly rate, but breached the lease by abandoning the premises. On appeal, Henrich asks this court to hold as a matter of contract interpretation that his exercise of the option was not effective until the parties mutually agreed upon the fair market value rent, and as a consequence of the parties' failure to agree, he operated under a month-to-month tenancy. Challenging the trial court's denial of his new trial motion, Henrich further contends the court erred by excluding a statement from Seapoint's attorney pertaining to Seapoint's right to evict him from the premises. We affirm the judgment.
We state the factual background from the undisputed facts and evidence in the record and from the trial court's statement of decision. In April 1996, Henrich, an attorney, entered into a three-year lease agreement with Murphy Canyon Partners for commercial premises located at 4909 Murphy Canyon Road. In June 1999, Henrich and Murphy Canyon Partners executed a first amendment renewing and extending the term for 36 months, and increasing the monthly base rent to $1,350. The first amendment contained the following "Renewal Option" provision (hereafter the option): "Upon ninety (90) days' prior written notice, Lessee shall have the option to further extend and renew the term of the Lease for one (1) additional period of thirty-six (36) months upon the same terms and conditions as in this Lease, except for Base Rent, which shall be based upon 95% of the then current fair market value as may be mutually agreed upon by Lessor and Lessee."
In March 2002, Henrich hand-delivered a letter to a Murphy Canyon Partners representative stating he was exercising his option to renew the lease and asking the representative to respond with what he believed was the current rental rate. The representative did not respond, but Murphy Canyon Partners continued to send Henrich bills reflecting the $1,350 rental rate.
On April 7, 2003, Henrich signed an estoppel certificate addressed to Seapoint certifying the terms of his lease. In part, the estoppel certificate read: On the last sentence, Henrich crossed out the words, "expired on June 30, 2002" and handwrote, "will expire on June 30, 2005." In the margin next to a paragraph certifying he was a tenant under the June 1999 amendment, Henrich also handwrote, "(extended per ¶ 8 first amendment)." The final paragraph of the estoppel certificate provided:
In June 2003, Seapoint acquired the building and became the assignee of Henrich's lease. Later that month, Seapoint's managing member Gregg Seaman advised Henrich by letter that he had received the estoppel certificate referencing Henrich's exercise of the option. Seaman wrote that the prior owner had no record of receiving Henrich's letter extending the lease and did not believe that any such extension existed, but that Seapoint was willing to accept Henrich's exercise of the option "provided rent is adjusted to 95 percent of market rent and all rents are prorated to the current market rent as of July 1[,] 2002[,] (the date of option renewal)." Seaman expressed his opinion that the monthly rent based on comparable properties would be $1,760 per month, and asked Henrich "for [his] concurrence to the lease rate."
For several months thereafter, the parties engaged in a series of oral and written negotiations focusing to some degree on a new lease. Henrich sought to negotiate for additional tenant improvements and Seapoint proposed a five year lease term extending beyond June 30, 2005. Seaman, however, committed to charging Henrich $1,350 in rent until they could agree upon a new rate.
In October 2003, Seaman abandoned his efforts to negotiate a new lease and made a "one time" offer to Henrich under the terms of the option, in which Henrich would pay $1760 in monthly rent effective July 1, 2003, until his lease expired on June 20, 2005. In April 2004, Henrich notified Seaman of his intent to vacate the premises. At no time before Henrich gave his notification to vacate did he tell Seaman he was a month-to-month tenant, that he had the right to terminate his lease upon 30 days notice, or that his lease term expired sooner than June of 2005. Henrich vacated the premises as of May 1, 2004.
Seapoint sued Henrich for breach of contract. It alleged Henrich breached the April 1996 lease by failing to pay rent from May 1, 2004, to June 30, 2005, and paid less than the full amount of rent from July 1, 2002, through April 30, 2004. Henrich answered and filed a cross-complaint for an accounting of his withheld security deposit.
The matters proceeded to a bench trial after which the court issued an oral statement of decision. Based upon detailed findings of fact, the court ruled in part that (1) Henrich had validly exercised the option for a 36-month term ending June 30, 2005, as referenced in his execution of the estoppel certificate showing the option's exercise, the lease term, and the $1,350 monthly rate; (2) Seapoint, which had assumed the legal rights of the prior owner, accepted that rate and was estopped from asserting a higher rate based on its own and the prior owner's acts and statements; and (3) Henrich breached the lease by abandoning the space and owed Seapoint 12 months in rent totaling $16,200 as well as a $972 late charge and prejudgment interest. The court later modified its decision to reflect a credit to Henrich for his security deposit, resulting in a net award to Seapoint of $15,100 in rent, $972 in late charges, and $1,510 in prejudgment interest. On February 17, 2006, the court entered judgment in Seapoint's favor for $17,582 in damages and interest and $1,173 in costs.
On February 23, 2006, Henrich filed a notice of appeal from the court's judgment. In March 2006, Henrich filed a notice of intent to move for a new trial, accompanied by his declaration setting forth an offer of proof about a telephone conversation he had with a Seapoint attorney. On May 5, 2006, Henrich filed an amended notice of appeal stating he was appealing both the judgment and also the trial court's April 20, 2006 order denying his new trial motion.
Preliminarily, we address Seapoint's request that we dismiss Henrich's appeal to the extent it is based on his amended notice of appeal. Seapoint argues the trial court's ruling on Henrich's new trial motion, which it points out is not in the record, is not directly appealable, and as to the February 17, 2006 judgment, the amended notice of appeal is untimely. Henrich responds that the trial court effectively denied his motion by failing to rule upon it (Code Civ. Proc., § 660), and his appeal should not be dismissed because we may review the trial court's new trial order on appeal from the final judgment.
As we understand its argument, Seapoint is not requesting wholesale dismissal of Henrich's appeal; it does not argue Henrich's May 2006 amended notice of appeal somehow superceded or canceled his first timely notice of appeal from the February 2006 judgment. Both parties agree this court may review the trial court's new trial order from that judgment. We proceed to do so, on the settled principle that a notice of appeal must be liberally construed. (Cal. Rules of Court, rule 8.100(a)(2); Jones v. Lodge at Torrey Pines Partnership (2007) 147 Cal.App.4th 475, 492; see also Walker v. Los Angeles County Metropolitan Transportation Authority (2005) 35 Cal.4th 15, 19-20.) Under this rule, we construe Henrich's May 2006 notice of appeal as supplementing his February 2006 notice of appeal to reflect his intent to raise additional issues relating to the trial court's order denying a new trial in connection with his appeal from the judgment. We decline to dismiss Henrich's appeal in whole or in part.
We apply established appellate standards of review for this judgment following a bench trial. We begin with the settled principle that the interpretation of a contract, including a lease and lease amendments, generally presents a question of law for this court to determine anew unless the interpretation turns on the credibility of conflicting extrinsic evidence. (Hess v. Ford Motor Co. (2002) 27 Cal.4th 516, 527; Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865; ASP Properties Group, L.P. v. Fard, Inc. (2005) 133 Cal.App.4th 1257, 1266; City of El Cajon v. El Cajon Police Officers' Assn. (1996) 49 Cal.App.4th 64, 70-71.) When a contract is...
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