Silvern Realty, Inc. v. Ihop Properties, Inc., 1:02-CV-1461-LJM-WTL (S.D. Ind. 8/28/2003)
| Decision Date | 28 August 2003 |
| Docket Number | 1:02-CV-1461-LJM-WTL. |
| Parties | SILVERN REALTY, INC., an Indiana corporation, Plaintiff, v. IHOP PROPERTIES, INC., a California corporation, Defendant |
| Court | U.S. District Court — Southern District of Indiana |
This matter is before the Court on the motion of plaintiff, Silvern Realty, Inc. ("Silvern"), for a judgment in its favor on its complaint for declaratory relief against defendant, IHOP Properties, Inc. ("IHOP"), and against IHOP on its counterclaim for declaratory relief, and on IHOP's motion for a judgment in its favor on its counterclaim for declaratory relief and against Silvern on its complaint. For the reasons discussed herein, Silvern's motion is DENIED and IHOP's motion is GRANTED.
Silvern is the successor-in-interest to the original lessor and IHOP is the successor-in-interest to the original lessee of a lease ("Lease") dated July 2, 1979. Compl. ¶ 6. Pursuant to Section II of the Lease, the original term of the Lease was for twenty-two (22) years. Id. ¶ 8; Lease § II at 1. The Lease commenced on May 5, 1980 and was to expire on May 4, 2002. Compl. ¶ 9. The Lease provides for a series of six (6) lease extensions, each for an additional period of five (5) years. Id. ¶ 10; Lease § II at 1-2. Each of the six lease extensions are at the option of IHOP and are automatic unless IHOP gives Silvern timely notice that IHOP does not intend to extend the Lease. Compl. ¶ 11. The Lease states that:
The parties agree that said Lease extensions shall be automatic so that unless [IHOP] shall give notice that it does not intend to extend this Lease, which notice must be given not later than ninety (90) days prior to the expiration of the term specified above, or the then existing extended term, the parties hereto shall be bound to each other, to the obligations, covenants and agreements of this Lease for such additional term of years as set forth in said extensions.
Lease § II at 2 ("Notice Provision"). Further, "[a]ll notices to the Lessor shall be sent by registered or certified mail to the Lessor." Lease § XXV at 11.
On or about January 11, 2002, IHOP mailed a letter ("First Notice") to Silvern via certified mail. Compl. ¶ 14 and Ex. E thereto. IHOP deposited the First Notice in the mail well in advance of the ninety days required for notice. Compl. ¶ 15. The First Notice stated:
NOTICE OF EXERCISE OF OPTION NOT TO EXTEND LEASE TERM
Dear Mr. Silver:
This letter shall serve to notify you, as successor in interest to the Landlord under the Lease, that IHOP Properties, Inc., a California corporation, as successor in interest to the Tenant under the Lease, hereby does not elect to exercise its option pursuant to Section II of the Lease to extend the term for an additional period.
First Notice at 1 (emphasis in original).
On or about January 21, 2002, IHOP mailed a second letter ("Second Notice") to Silvern via certified mail. Compl. ¶ 17. That same day, IHOP also sent a copy of the Second Notice to Silvern via Federal Express for overnight delivery. Id. IHOP deposited the Second Notice in the U.S. Mail and with Federal Express well in advance of the ninety days required for notice. Id. The Second Notice stated:
NOTICE OF EXERCISE OF OPTION TO EXTEND LEASE TERM
Dear Mr. Silver:
This letter shall serve to notify you, as successor in interest to the Landlord under the Lease, that IHOP Properties, Inc., a California corporation, as successor in interest to the Tenant under the Lease, hereby does elect to exercise its option pursuant to Section II of the Lease to extend the term for an additional period. Wile the option to renew is automatic and no notice is required, we have just realized that a letter was sent to you a few days ago, in error, notifying you that IHOP does not elect to exercise its option. Please disregard such notice and accept our apologies for the mix-up.
Second Notice at 1 (emphasis in original).
The Second Notice arrived at Silvern's address on or about February 22, 2002. Answer to Counter-Claim ¶ 2. Silvern received the First Notice and the Second Notice via certified mail on or about February 2, 2002 when Silvern retrieved the notices from the United States Post Office. Compl. ¶ 20. The parties dispute whether the Lease was extended for an additional five years beyond the original May 4, 2002, expiration date.
Rule 12(c) of the Rules of Civil Procedure provides that "[a]fter the pleadings are closed but within such time as not to delay the trial, any party may move for judgment on the pleadings." In considering a motion for judgment on the pleadings, courts employ the same standard as that applied to a motion to dismiss under Rule 12(b). See Northern Ind. Gun & Outdoor Shows, Inc. v. City of South Bend, 163 F.3d 449, 452 (7th Cir. 1998). A motion will be granted only if it appears beyond a doubt that the non-movant cannot prove any facts that would support a claim for relief. Northern Ind. Gun & Outdoor Shows, Inc., 163 F.3d at 452. In determining whether judgment on the pleadings is proper, the Court accepts as true all facts alleged in the complaint and draws all reasonable inferences from the pleadings in favor of the non-movant. See Gillman v. Burlington N. Ry. Co., 878 F.2d 1020, 1022 (7th Cir. 1989).
The Second Notice was effective to extend the Lease, because Silvern received the Second Notice before it received the First Notice. The Court's job is to give the words in the Lease, and specifically the Notice Provision, their usual and common meaning, and to ascertain the intent of the parties in light of the Lease as a whole. See Tomahawk Village Apartments v. Farren, 571 N.E.2d 1286, 1291 (Ind. Ct. App. 1991). "This requires that the [Lease] be read as a whole, and the language construed so as not to render any words, phrases, or terms ineffective or meaningless." Eskew v. Cornett, 744 N.E.2d 954, 957 (Ind. Ct. App. 2001). The Court will not construe clear and unambiguous provisions, nor add provisions not agreed upon by the parties. See HOTS, Inc. v. St. Joseph Med. Ctr., 683 N.E.2d 243, 247-48 (Ind. Ct. App. 1997).
Here, the parties must have intended the receipt of any notice to be the effective date of those notices, as is evident from the statement that "[a]ll notices to the Lessor shall be sent by registered or certified mail to the Lessor." Lease § XXV at 11. The advantage of registered or certified mail is to have a record of delivery. If the parties intended the effective date of any notice to be the date the notice was deposited in the mail, the provision for registered or certified mail would have no meaning. See, e.g., Crown Constr. Co., Inc. v. Huddleston, 961 S.W.2d 552, 556-57 (Tex. App. 1997) (...
To continue reading
Request your trial