Stonehedge Square Ltd. Partnership v. Movie Merchants, Inc.

• Decision Date: 21 July 1998
• Citation: 715 A.2d 1082,552 Pa. 412
• Parties: STONEHEDGE SQUARE LIMITED PARTNERSHIP, Appellee, v. MOVIE MERCHANTS, INC., d/b/a Movie Merchants, Appellant.
• Court: Pennsylvania Supreme Court

Page 1082

715 A.2d 1082

552 Pa. 412

STONEHEDGE SQUARE LIMITED PARTNERSHIP, Appellee, v. MOVIE MERCHANTS, INC., d/b/a Movie Merchants, Appellant.

Supreme Court of Pennsylvania.

Argued Feb. 4, 1998.

Decided July 21, 1998.

Jordan D. Cunningham, Edwin A.D. Schwartz, Harrisburg, for Movie Merchants Inc.

George B. Faller, Jr., Thomas G. Collins, Carlisle, for Stonehedge Sq. Ltd. Partnership.

Before FLAHERTY, C.J., and ZAPPALA, CAPPY, CASTILLE, NIGRO, NEWMAN and SAYLOR, JJ.

OPINION OF THE COURT

FLAHERTY, Chief Justice.

The issue in this case is whether the landlord in a commercial lease is required to mitigate its damages when its tenant has breached the lease agreement by moving out before the end of the lease term.

Stonehedge Square Limited Partnership owns and operates a shopping center in Carlisle, Cumberland County, Pennsylvania. Stonehedge originally entered into a five year lease with General Video Corporation. The lease began on July 6, 1990 and ended on July 6, 1995. On July 31, 1992, General Video assigned its rights, duties and liabilities under the lease to Movie Merchants, Inc., which operated a video rental store on the premises from July of 1992 through October 27, 1994.

On or about August 25, 1994, Movie Merchants discussed with Stonehedge the possibility of terminating its lease prior to the expiration of the remaining term of the lease. Stonehedge listed the premises for rent, but was unable to find a tenant. Movie Merchants expressed a desire to buy out the lease, but no agreement could be reached as to a buyout amount. Stonehedge indicated to Movie Merchants that until a tenant could be secured, Movie Merchants was liable on the lease. On approximately October 27, 1994 Movie Merchants vacated the leasehold and failed to pay any rent thereafter.

Stonehedge then sued for rent due under an acceleration clause in the lease, seeking unpaid rent from November 1, 1994 to July 5, 1995. The case was tried without a jury, and on August 11, 1995, the court returned a verdict in favor of Stonehedge and against Movie Merchants in the amount of $46,797.09, plus interest. Movie Merchants excepted to the verdict and the trial court reversed itself, holding that the landlord had a duty to mitigate damages. Consequently, the court ordered a new trial on the issue of damages. Both parties appealed and the Superior Court reversed the order for a new trial and reinstated the original verdict in favor of Stonehedge. We granted the petition for allowance of appeal, limited to the issue of whether the Superior Court's reliance on our decision in Auer v. Penn, 99 Pa. 370 (1882), was proper. We now affirm.

Prior to the thirteenth century, leases were used for two purposes: to lend money and to facilitate the working of the land of prominent landowners. The first use of the lease, as a money lending device, originated as a way to avoid the ecclesiastical ban on usury. The borrower-landowner would receive money from the lender and would allow the lender to utilize his land for a certain period of time, presumably to grow crops. ¹ Subsequently, the money lending function fell into disuse and the agricultural lease, which was simply a device to provide a labor source for the production of crops, became prominent. In neither case was the tenant regarded as having an interest in the land. Both of these leases were important because they may have influenced the way in which early common law courts viewed tenants, viz., as having an action available on the contract, but no possessory action which would be dependent on the conveyance of an interest in the land. Thus, prior to the thirteenth century at common law, the tenant's interest in the land was personal and contractual, not a real property interest protected by a recovery of possession.

Between the thirteenth and sixteenth centuries, lessees gradually came to be regarded as holding an interest in the land and entitled to a possessory action. In fact, for purposes of giving the tenant a remedy to recover possession, the land interest came to be regarded as the only interest possessed by the lessee; the lease was regarded as essentially a conveyance rather than a contract.

In the last 150 years, the pendulum has begun to swing back so that contractual elements have once again assumed a role of importance in leases. A primary factor influencing this development is the urbanization of the population and the growth of cities, shifting the focus in leasing from land to the buildings on the land. Complexities in modern life and the increased importance of structures as opposed to the land itself commonly have been handled by provisions in leases. 2 Powell on Real Property § 16.02(1)(a).

Thus, in modern landlord-tenant law, leases have a dual nature, both as conveyances of protected property interests and also as contracts. Because of this historical background in which leases are sometimes viewed as conveyances and sometimes as contracts, problems in leases may be resolved either by principles of property law or by principles of contract law.

At common law, the mitigation of damages in a lease was regarded as being controlled by property law. Because the lease was a conveyance of real property, the tenant owned a non-freehold estate, and the landlord had no duty to mitigate damages arising from the tenant's breach of the lease. It was of no concern to the landlord whether the tenant chose to occupy the property or not. Cribbet, Principles of the Law of Property, p. 190 (Mineola, 1975). This was so in spite of the fact that it is a general principle of contract law that the non-breaching party to a contract has the duty to reduce his damages, if he can reasonably do so. Restatement of Contracts 2d, § 350. Nonetheless, Pennsylvania has followed the common law view that a non-breaching landlord has no duty to mitigate damages where the tenant has abandoned the property in breach of the lease.

In 1882 this court held that "if the relation of landlord and tenant was not ended by contract, he was not bound to rent to another during the term for relief of the defendant." Milling v. Becker, 96 Pa. 182 (1880). Two years later, in Auer v. Penn, this court held that "[t]he landlord may allow the property to stand idle, and hold the tenant for the entire rent; or he may lease it and hold him for the difference, if any." Id., 99 Pa. 370, 375-76 (1882). And in 1928 this court held that "[r]eletting is not imposed on a landlord as a duty." Ralph v. Deiley, 293 Pa. 90, 141 A. 640, 643 (1928).

The issue becomes, then, whether we should now modify the rule of these cases. Movie Merchants argues that a lease is in the nature of a contract and is controlled by principles of contract law. ² Further, it argues that the common law rule leads to unfair results, encourages waste, imposes penalties, and fosters bad public policy. Movie Merchants argues that although leases traditionally have been regarded as conveyances of land, modern leases are an exchange of promises, and contract law has long recognized the duty of a non-breaching party to mitigate damages.

Stonehedge, on the other hand, argues that the Pennsylvania rule should continue in effect because precedent requires it, because to require the landlord to mitigate damages would reward the breaching tenant for his breach, and because the requirement of mitigation would place an onerous burden on the nonbreaching landlord, denying him the benefit of his bargain.

We agree with Movie Merchants that certain aspects of leases are controlled by the law of contracts and that insofar as the law of contracts is applicable, the non-breaching party must mitigate his damages. In the Pugh case, supra, for example, the lease was construed as a contract; however, Pugh deals only with the issue of whether there is an implied...