Wright v. IC Enters., Inc., No. A14A0809.

CourtUnited States Court of Appeals (Georgia)
Writing for the CourtBRANCH, Judge.
Citation765 S.E.2d 484,330 Ga.App. 303
PartiesWRIGHT et al. v. IC ENTERPRISES, INC. et al.
Docket NumberNo. A14A0809.
Decision Date21 November 2014

330 Ga.App. 303
765 S.E.2d 484

WRIGHT et al.
v.
IC ENTERPRISES, INC. et al.

No. A14A0809.

Court of Appeals of Georgia.

Nov. 21, 2014.
Reconsideration Denied Dec. 11, 2014.

Certiorari Denied April 20, 2015.


765 S.E.2d 485

O'Kelley & Sorohan, Lawrence Lee Washburn IV, Duluth, for Appellants.

O'Dell & O'Neal, Leslie Dean O'Neal, Marietta, for Appellees.

Opinion

BRANCH, Judge.

330 Ga.App. 303

This is a landlord-tenant dispute concerning two commercial properties in Doraville. On motions for summary judgment, the trial court ruled that the lease governing one of the properties was so riddled with errors as to be unenforceable, that undisputed facts showed that the landlord breached a post-lease agreement to improve that property for

765 S.E.2d 486

the tenant's benefit, that the tenant was not liable for any rent or fees associated with either property, and that the landlord was not entitled to retain the tenant's security deposits. Because these rulings were erroneous, we reverse.

In reviewing a trial court's ruling on a motion for summary judgment, we conduct a de novo review to determine whether the undisputed facts warrant judgment as a matter of law. OCGA § 9–11–56 ; Vick v. Tower Place, L. P., 268 Ga.App. 108, 601 S.E.2d 348 (2004). “[T]he opposing party should be given the benefit of all reasonable doubt, and the court should construe the evidence and all inferences and conclusions arising therefrom most favorably toward the party opposing the motion.” Eckerd Corp. v. Alterman Properties, Ltd., 264 Ga.App. 72, 74, 589 S.E.2d 660 (2003) (footnote omitted).

So viewed, the record shows the following relevant facts. The plaintiff/appellant is the landlord, Joseph Jerry Wright, individually and as trustee of the Wright IV Trust d/b/a Y & W Partnership (“Wright”), and the defendants/appellees are the tenant, IC Enterprises, Inc. (“ICE”), and its CEO, Il C. Park d/b/a National Supply (“Park”). Beginning in 1999, the parties and their predecessors executed various leases and amendments thereto in connection with two parcels of property-a 14,700 square foot warehouse and a smaller commercial space on the same street. Because the amendments refer to and incorporate previous leases, a detailed description of the documents is necessary.

The larger property. In May 1999, Wright entered into a detailed three-year lease with Young Choi d/b/a National Supply for the larger property. The lease gave the property's address (3206 and 3208 Oakcliff Industrial Street) and square footage (14,700), and it listed a base rental amount as well as a monthly common area maintenance (“CAM”) fee. The lease further provided that the tenant would pay for utilities, keep the premises “in good order, condition and repair,” and pay attorney fees “[i]f any rent owing under this Lease is collected by or through an attorney at law.”

In May 2002, Wright and Choi executed a one-page “1st Lease Amendment” which was “[t]o be attached to and made part of” the May 1999 lease and which extended the lease term for one year. In

330 Ga.App. 304

January 2003, Wright acknowledged in writing that the tenant had changed from Choi to ICE, reflecting Park's purchase of Choi's interest in National Supply. In May 2004 and May 2005, Wright and ICE executed two more amendments, both confusingly titled “2nd Lease Amendment,” that were “[t]o be attached to and made part of” the May 1999 lease and that further extended the lease term through May 2008.

In April 2008, Wright and ICE executed a “3rd Lease Amendment” that is the main subject of this dispute. This amendment listed the property as the 14,700 square foot warehouse space at 3206 and 3208 Oakcliff Industrial Street in Doraville, extended the lease term for three more years, raised the rent, and kept the same CAM fee listed in the original lease. As with the previous amendments, the “3rd Lease Amendment” specifically provided that “[a]ll other terms and conditions of original lease are hereby reconfirmed as being in full force and effect.” Unlike the previous amendments, however, the “3rd Lease Amendment” recited that it was “[t]o be attached to and made part of that certain lease dated the 12th day of January 2007 between [Wright] as Landlord, and, Young Choi d/b/a IC Enterprises, Inc., later amended to I.C. Park d/b/a National Supply, as Tenant.” (Emphasis supplied.)

Smaller property. In March 2005, Wright entered into a detailed agreement with Michael and Loudi Aoun to lease a small commercial parcel for three years. Like the lease pertaining to the larger property, this lease provided that the tenant would pay utilities and a CAM fee; it also provided that the prevailing party in an action brought to enforce the lease could recover reasonable attorney fees. In May 2005, the lease was amended to reflect the tenant's relocation down the street to a similar property also owned by Wright.1

765 S.E.2d 487

On January 12, 2007, Wright and the Aouns executed a “Lease Assignment” that amended the March 2005 lease, as amended in May 2005, to reflect that ICE was the new tenant. Notably, the date of this assignment is the same date to which the “3rd Lease Amendment” for the larger property refers. And in February 2008, Wright and ICE executed a “2nd Lease Amendment” for the smaller property which was “[t]o be attached to and made part of that certain lease dated the 12th day of January 2007” and which extended the lease term through April 2011.

The dispute. At some point in 2008, Park determined that National Supply needed a new business license in the name of its new

330 Ga.App. 305

owner, ICE. In July 2008, Park learned that the county would not issue a certificate of occupancy, a prerequisite for a business license, unless a sprinkler system or fire detection system was installed at the larger property. Park's assistant, Lisseth Morales, appealed to Wright's property manager, Katherine Warden, who offered to hire a consultant or “expediter” to help ICE negotiate with the county. In November 2008, Warden sent Morales the following e-mail:

[Wright] had agreed to hire the expediter to facilitate getting your business license/CO, which is NOT our responsibility. I will have them contact you to set up a meeting to resolve this issue. Your lease does not expire until May, 2011. If the county forces the issue to install the sprinkler system or fire detection system with smoke and heat and removal and draft curtains, the Landlord will pay for it.... We hope that you will continue to work in good faith to get your business license.... Please let us know asap, end of today latest, if you are continuing to move forward to break your lease and vacate the Premises.

Morales responded:

We do not wish to deal with an expediter regarding the CO matters. Our lawyer has recommended that we not deal with an expediter because we are working to vacate the premises as we have previously told you. We will let you know the moving out date in advance.

Despite Morales's statement that ICE would be vacating the premises, Warden offered other options that she hoped would assuage the county's fire worries, such as installing emergency lights at Wright's expense and having ICE upgrade its fire extinguishers, but ICE refused to pay for the extinguishers. Warden also offered to relocate ICE to a different property owned by Wright where it could obtain a certificate of occupancy without trouble, but ICE, in Park's words, “ignore[d]” this offer.

In January 2009, Warden sent Park a letter regarding the sprinkler system:

As for the sprinkler, we still must submit and have the county come out beforehand to evaluate the situation.... If there is no other alternative to installing the sprinkler, it will be done. Please address the other items and we will move forward with the county.
330 Ga.App. 306

Park, however, responded that “the only best way to solve the problem is to install the sprinkler.” Ultimately, Warden informed Park that the least expensive...

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4 practice notes
  • Howerton v. Harbin Clinic, LLC, No. A15A0141.
    • United States
    • Georgia Court of Appeals
    • 16 Julio 2015
    ...be drawn from it in the light most favorable to the party opposing the summary judgment motion. 333 Ga.App. 192Wright v. IC Enterprises, 330 Ga.App. 303, 765 S.E.2d 484 (2014). Moreover, the unrefuted testimony or sworn pleadings of the party opposing summary judgment must “be taken as true......
  • Howerton v. Harbin Clinic, LLC, A15A0141
    • United States
    • United States Court of Appeals (Georgia)
    • 16 Julio 2015
    ...that can be drawn from it in the light most favorable to the party opposing the summary judgment motion. Wright v. IC Enterprises, 330 Ga. App. 303 (765 SE2d 484) (2014). Moreover, the unrefuted testimony or sworn pleadings of the party opposing summary judgment must "be taken as true for p......
  • Cook Pecan Co. v. McDaniel, A17A1428
    • United States
    • United States Court of Appeals (Georgia)
    • 30 Enero 2018
    ...matter upon which the contract can operate.").17 See Newman , 291 Ga. at 637, 732 S.E.2d 77.18 See id.19 See Wright v. IC Enterprises , 330 Ga. App. 303, 307 (1), 765 S.E.2d 484 (2014).20 See id.21 See Porter Communications Co. v. SouthTrust Bank , 268 Ga. App. 29, 32 (2), 601 S.E.2d 422 (2......
  • Fulton Cnty. v. Andrews, No. A15A0712.
    • United States
    • United States Court of Appeals (Georgia)
    • 11 Junio 2015
    ...the undisputed facts warrant judgment as a matter of law. OCGA § 9–11–56.” 332 Ga.App. 474(Citation omitted.) Wright v. IC Enterprises, 330 Ga.App. 303, 303, 765 S.E.2d 484 (2014). And, “[t]he opposing party should be given the benefit of all reasonable doubt, and the court should construe ......
4 cases
  • Howerton v. Harbin Clinic, LLC, No. A15A0141.
    • United States
    • Georgia Court of Appeals
    • 16 Julio 2015
    ...be drawn from it in the light most favorable to the party opposing the summary judgment motion. 333 Ga.App. 192Wright v. IC Enterprises, 330 Ga.App. 303, 765 S.E.2d 484 (2014). Moreover, the unrefuted testimony or sworn pleadings of the party opposing summary judgment must “be taken as true......
  • Howerton v. Harbin Clinic, LLC, A15A0141
    • United States
    • United States Court of Appeals (Georgia)
    • 16 Julio 2015
    ...that can be drawn from it in the light most favorable to the party opposing the summary judgment motion. Wright v. IC Enterprises, 330 Ga. App. 303 (765 SE2d 484) (2014). Moreover, the unrefuted testimony or sworn pleadings of the party opposing summary judgment must "be taken as true for p......
  • Cook Pecan Co. v. McDaniel, A17A1428
    • United States
    • United States Court of Appeals (Georgia)
    • 30 Enero 2018
    ...matter upon which the contract can operate.").17 See Newman , 291 Ga. at 637, 732 S.E.2d 77.18 See id.19 See Wright v. IC Enterprises , 330 Ga. App. 303, 307 (1), 765 S.E.2d 484 (2014).20 See id.21 See Porter Communications Co. v. SouthTrust Bank , 268 Ga. App. 29, 32 (2), 601 S.E.2d 422 (2......
  • Fulton Cnty. v. Andrews, No. A15A0712.
    • United States
    • United States Court of Appeals (Georgia)
    • 11 Junio 2015
    ...the undisputed facts warrant judgment as a matter of law. OCGA § 9–11–56.” 332 Ga.App. 474(Citation omitted.) Wright v. IC Enterprises, 330 Ga.App. 303, 303, 765 S.E.2d 484 (2014). And, “[t]he opposing party should be given the benefit of all reasonable doubt, and the court should construe ......

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