Urban Sites of Chi., LLC v. Crown Castle USA

• Decision Date: 09 October 2012
• Docket Number: Docket No. 1–11–1880.
• Citation: 979 N.E.2d 480
• Parties: URBAN SITES OF CHICAGO, LLC, Plaintiff–Appellant, v. CROWN CASTLE USA, a Foreign Corporation, and T–Mobile USA, Inc., a Foreign Corporation, Defendants–Appellees (T–Mobile USA, Inc., a Foreign Corporation, Cross–Plaintiff–Appellee and Third–Party Plaintiff–Appellee; Crown Castle USA, a Foreign Corporation, Cross–Defendant–Appellee; Global Signal Acquisitions II, LLC, Third–Party Defendant–Appellee).
• Court: United States Appellate Court of Illinois

979 N.E.2d 480

URBAN SITES OF CHICAGO, LLC, Plaintiff–Appellant,
v.
CROWN CASTLE USA, a Foreign Corporation, and T–Mobile USA, Inc., a Foreign Corporation, Defendants–Appellees (T–Mobile USA, Inc., a Foreign Corporation, Cross–Plaintiff–Appellee and Third–Party Plaintiff–Appellee; Crown Castle USA, a Foreign Corporation, Cross–Defendant–Appellee; Global Signal Acquisitions II, LLC, Third–Party Defendant–Appellee).

Docket No. 1–11–1880.

Appellate Court of Illinois, First District, First Division.

Oct. 9, 2012.

979 N.E.2d 484

Robert Habib and Jason Knuckey, both of Chicago, for appellant.

Michael Best & Friedrich, LLP, of Chicago (Michael A. Stiegel and Christopher R. Parker, of counsel), for appellees Crown Castle USA and Global Signal Acquisitions II, LLC.

Momkus McCLuskey, LLC, of Lisle (James S. Harkness, of counsel), for appellee T-Mobile USA, Inc.

Justice CUNNINGHAM delivered the judgment of the court, with opinion.

¶ 1 This appeal arises from the March 25, 2011 order entered by the circuit court of Cook County, which entered summary judgment in favor of defendants Crown Castle USA (Crown Castle), Global Signal Acquisitions II, LLC (GSA), and T–Mobile USA, Inc. (T–Mobile), and against plaintiff Urban Sites of Chicago, LLC (Urban Sites). This appeal also arises from the circuit court's June 3, 2011 order denying Urban Sites' motion to reconsider the court's March 25, 2011 ruling. On appeal, Urban Sites argues that the circuit court erroneously granted summary judgment against it. For the following reasons, we affirm the judgment of the circuit court of Cook County.

¶ 2 BACKGROUND

¶ 3 Plaintiff Urban Sites owns commercial property at 7010 South Stony Island Avenue in Chicago, Illinois (the property). In October 1999, Urban Sites entered into a lease agreement with SprintCom, Inc. (Sprint),¹ whereby Urban Sites leased a portion of the property to Sprint for the purpose of constructing equipment and an antenna structure on the leased area (the Sprint lease). Under the terms of the Sprint lease, Sprint agreed to pay $9,600 annually in rent to Urban Sites for the leased area, with an increase of 15% in the annual rent rate after each five-year renewal term. The original site plan of the leased area agreed to under the Sprint lease consisted of an area with dimensions of 25 by 50 feet, with a separate 25–foot easement located across the rear of the property (the original site plan). Both the Sprint lease and the original site plan were signed by representatives of Urban Sites and Sprint.

¶ 4 In a letter dated July 25, 2000, Urban Sites proposed to Sprint that the dimensions of the leased area be revised to 25 by 32 feet, and forwarded a copy of the proposed amended site plan to Sprint. Although

979 N.E.2d 485

the proposed amended site plan was signed by a representative of Urban Sites, it was never signed by any representative of Sprint.

¶ 5 On August 11, 2000, Sprint responded to Urban Sites' July 25, 2000 letter by proposing to reduce the leased area to 25 by 34 feet, with an 18–foot easement located adjacent to an alley in the rear of the property (the reduced site plan). The reduced site plan was signed by representatives of both Urban Sites and Sprint. Sprint's letter stated that the reduced site plan "renders null and void the previous site description." Although the reduced site plan decreased the size of the leased area under the Sprint lease, Sprint continued to pay the same rent rate to Urban Sites as originally agreed upon by the parties.

¶ 6 On December 3, 2000, Urban Sites entered into a lease agreement with Nextel West Corp. (Nextel),² by which Urban Sites agreed to lease another area of the property to Nextel (the Nextel lease). The "description of premises" attached to the Nextel lease depicted Nextel's leased area to be immediately adjacent to Sprint's leased area, and shows Sprint's leased area to be the dimensions reflected in the reduced site plan–25 by 34 feet.

¶ 7 Subsequently, in 2001, Sprint subleased a portion of its leased area of the property to a predecessor³ of T–Mobile. The sublease between Sprint and the predecessor of T–Mobile was later assigned to T–Mobile, which placed its equipment on the subleased site. Although the exact details are unclear in the record, Sprint ultimately assigned its interest in the Sprint lease to GSA and Crown Castle.⁴

¶ 8 On March 1, 2005, Urban Sites entered into an agreement with Sprint entitled "Agreement Regarding Ground Lease," in connection with Sprint's pending assignment of its interest in the property to GSA (the 2005 agreement). The 2005 agreement stated in pertinent part the following:

"For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

* * *

2. Estoppel Certificate: Landlord [Urban Sites] certifies that (and Lender may rely on such representations) the following statements are true as of the date hereof:

(a) Tenant [Sprint] is the current tenant under the [Sprint lease] (a full copy of which, including all amendments thereto, is annexed as Exhibit A ), and the [Sprint lease] is in full force and effect and contains the entire agreement between [Urban Sites] and [Sprint] with respect to the [p]roperty.

(b) No default exists under the [Sprint lease] on the part of [Sprint], and, to [Urban Sites'] knowledge, no event or condition has occurred or exists which * * * would constitute a default by [Sprint] under the [Sprint lease].

* * *

6. Miscellaneous

979 N.E.2d 486

(a) If this [a]greement is inconsistent with the [Sprint lease], this [a]greement shall control.

(b) This [a]greement shall be binding upon [Urban Sites] and its successors and shall benefit each of [l]ender and [s]ubtenant and their respective successors and assigns.

(c) This [a]greement may not be amended or modified except by a written agreement executed by [Urban Sites], any [l]ender and [s]ubtenant. * * * " (Emphases in original.)

Included as Exhibit A to the 2005 agreement was a copy of the Sprint lease along with two copies of the original site plan which depicted Sprint's leased area as 25 by 50 feet in size. Jerald Much (Much), as manager of Urban Sites, executed the 2005 agreement on behalf of Urban Sites and initialed each page of the 2005 agreement, including the attached copies of the original site plan.

¶ 9 On April 16, 2009, Urban Sites sent a "Demand for Possession" letter to T–Mobile, stating that it had come to Urban Sites' attention that, since March 2004, T–Mobile had erected a "communications facility" on part of the property that Crown Castle had not leased from Urban Sites. The letter also stated that the area of the property that T–Mobile had wrongfully occupied was valued at $1,500 per month, and that T–Mobile owed Urban Sites $93,000 to date. In a letter dated May 29, 2009, T–Mobile responded that it had a right to possess the subleased premises at issue because the subleased premises were located entirely within the 25 by 50–foot area of the Sprint lease. T–Mobile's equipment was located within the 25 by 50–foot area set forth in the original site plan, but outside of the 25 by 34–foot area described in the reduced site plan.

¶ 10 On June 18, 2009, Urban Sites filed a two-count complaint for ejectment against T–Mobile (count I), and for unjust enrichment against Crown Castle (count II). In the complaint, Urban Sites alleged that Crown Castle, without Urban Sites' knowledge or consent, permitted T–Mobile to place its equipment in the easement area of the property. On October 26, 2009, T–Mobile filed a cross-claim against Crown Castle for breach of contract, and filed a third-party complaint against GSA for breach of contract.

¶ 11 On December 13, 2010, Crown Castle and GSA filed a joint motion for summary judgment. First, the motion for summary judgment asserted that Urban Sites admitted under the "estoppel certificate" of the 2005 agreement that the dimensions of the original site plan (25 by 50 feet), rather than the reduced site plan (25 by 34 feet), were in full force and effect, and that Urban Sites should be estopped from claiming trespass. Second, the motion for summary judgment argued, in the alternative, that the 2005 agreement, with the attached copies of the original site plan, constituted a modification of the Sprint lease which changed the leased area set forth in the reduced site plan (24 by 34 feet) back to the larger dimensions of the original site plan (25 by 50 feet). On December 27, 2010, T–Mobile also filed a motion for summary judgment, which adopted and incorporated the arguments made in Crown Castle and GSA's motion for summary judgment.

¶ 12 In response to the motions for summary judgment, Urban Sites argued that it mistakenly executed the estoppel certificate in the 2005 agreement without realizing that the original site plan, rather than the reduced site plan, was attached to the 2005 agreement. Urban Sites further argued that the estoppel certificate was executed "for the benefit of [a] lender" in procuring financing for GSA, that it was not intended to modify the terms of the

979 N.E.2d 487

Sprint lease, and that there was no meeting of the minds between the parties to allow for such a modification.

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