Blossom v. Boyle Investment Co.

670 F. Supp. 267, 1987 U.S. Dist. LEXIS 8862
CourtDistrict Court, E.D. Missouri
DecidedAugust 12, 1987
DocketNo. 87-0360C(6)
StatusPublished

This text of 670 F. Supp. 267 (Blossom v. Boyle Investment Co.) is published on Counsel Stack Legal Research, covering District Court, E.D. Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Blossom v. Boyle Investment Co., 670 F. Supp. 267, 1987 U.S. Dist. LEXIS 8862 (E.D. Mo. 1987).

Opinion

[268]*268MEMORANDUM OPINION

GUNN, District Judge.

Plaintiffs Charles C. Blossom and Marian E. Blossom (the Blossoms) bring this declaratory judgment action pursuant to 28 U.S.C. § 2201 seeking a declaration of rights under a lease governing the operation of the Central Utility System at the Mark Twain Shopping Center (the Center) in St. Charles, Missouri. Defendants counterclaim for replevin, conversion, assumpsit, breach of contract and tortious interference with contract.

The Court entered an order negotiated and drafted by the parties granting the right to operate and make repairs on the Central Utility System to defendants-counterclaimants pending hearing on the merits of the action. The order remains in effect. The Court also entered an order severing the determination of liability under the lease from a hearing on damage issues. Having considered the pleadings, the testimony and evidence presented by the parties at hearing, and the applicable law, the Court now declares plaintiffs in default under the lease and enters judgment for defendants on the complaint. The Court makes the following findings of fact and conclusions of law as required by Rule 52, Fed.R.Civ.Pro.

FINDINGS OF FACT

Jurisdiction over this declaratory judgment action is founded upon 28 U.S.C. §§ 1332 and 2201. Plaintiffs Charles C. and Marian E. Blossom are citizens of the State of Missouri. Defendant Boyle Investment Company (Boyle) is a Tennessee corporation with its principal place of business in Memphis, Tennessee. Boyle is the sole general partner of a Tennessee limited partnership known as Boyle St. Louis Associates, Ltd. Defendant Frank Pridgen, Jr. is a citizen of the State of Georgia. Defendant Mark R. Loyd is a citizen of the State of Arkansas. Defendants Pridgen and Loyd are the partners of Pridgen Associates, a Georgia partnership. All defendants, by and through their respective partnerships, are doing business in the State of Missouri as PABC Missouri Associates (PABC) and will hereafter be collectively referred to as PABC.

Mark Twain Shopping Center, Inc. (MTSC) constructed the Center in St. Charles in 1968. Heating and air conditioning were provided by a “total energy plant” (the Plant) operated by employees of Laclede Gas Company until 1980, when MTSC sold the Center to Mark Twain Shopping Associates (Associates), a California limited partnership. The sale agreement (the Sale Agreement) between Associates and MTSC provided that MTSC would continue to operate the Plant, and to that purpose on April 1, 1980 Associates as lessor and MTSC as lessee executed the Central Utility System Lease (the Lease) at issue in this action. The Blossoms at that time personally or through their employees undertook to operate the Central Utility System on behalf of MTSC. MTSC has since dissolved, and its rights under the Lease have been assigned to the Blossoms.

The Lease, which has a twenty-year term, covers

“all of that equipment for the production and delivery of heated and chilled water for heating and air conditioning____”

Paragraph 6 of the Lease provides:

“During the term of this Lease, Lessee shall supply heated and chilled water for air conditioning those premises ... sufficient to maintain said premises at normal comfort temperatures ... using reasonable care and efforts in Lessee’s performance hereunder. ... The heating and air conditioning to be supplied pursuant hereto is heating and air conditioning of the ambient air.”

Paragraph 7 provides that tenants of the Center “for whom Lessee furnishes heat and air conditioning pursuant to this Lease” shall make payment for such services to Lessee. Paragraph 9 provides for payment by Lessor to Lessee for heating and air conditioning of the common areas of the Center.

After execution of the Lease in April 1980 the Blossoms engaged the services of Charles J.R. McClure & Associates, Consulting Engineers (McClure), to make rec[269]*269ommendations to improve the Central Utility System with the view to increasing profits. Subsequent to McClure’s evaluation, the Blossoms “mothballed” the Plant’s original two 450-ton gas absorption chillers and replaced them with a single 550-ton electric centrifugal chiller.

In October 1980 Associates sold the Center to Jerome and Barbara Meislin and Robert and Linda Banovac, who in turn sold the Center to PABC in October 1985.

Since 1983, and possibly before, tenants at the Center have complained about the heating, ventilation and air conditioning (HVAC) services being provided by plaintiffs. The majority of the complaints, evidenced in responses to tenant surveys conducted by PABC management and through direct testimony at trial, concerned inadequate air conditioning at the Center. The evidence tended to establish that temperatures in certain stores at the Center ranged from 83°-96° both summer and winter. The complaints continued at least until the time of the hearing.

In 1983, as a consequence of tenant complaints, a dispute arose over the Blossoms’ obligations under the Lease, and a declaratory judgment suit was filed on behalf of the former owners against the Blossoms to resolve it. The dispute — identical to that now before the Court — centered on whether the Blossoms’ obligation under the Lease was limited to providing heated and chilled water through the Central Utility System or whether it extended to assuring that the air handlers and duct work in the Center were maintained and that adequate air conditioning in fact reached tenants in their stores. The 1983 declaratory judgment action was resolved in relevant part with the execution of a letter amendment on March 8, 1984 by Charles Blossom and landlord representative Ron Sabin in which the landlord agreed to pay the costs of repairing an air handler unit in a tenant space on a one-time basis.

Several of the tenants at the Center have undertaken responsibility pursuant to their leases with the landlord for maintenance of the air handling equipment delivering heating and air conditioning to their premises. Neither the Lease nor the 1984 amendment letter provides in express terms who bears responsibility for maintaining air handling equipment not covered by such a tenant lease provision.

Prior to closing on its purchase of the Center in 1985 PABC through defendant Pridgen reviewed the Lease documents and the history of the 1983 dispute and its settlement. Both Pridgen and his manager, Amy Kennedy, testified that PABC was aware of tenant dissatisfaction with the HVAC prior to closing, but that it was unaware of its magnitude until a party for tenants of the Center shortly after closing. Thereafter, PABC conducted a formal tenant survey, which revealed substantial dissatisfaction with the HVAC services at the Center.

In November 1985 Pridgen met with Charles Blossom to discuss his obligation of performance under the Lease. Negotiations for purchase of the Blossoms’ leasehold ensued, but the parties failed to reach an agreement and abandoned negotiations in late 1986. Tenant complaints continued throughout this period, and after negotiations broke down, Pridgen and a representative of defendant Boyle again notified Mr. Blossom of their expectations of performance.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Baum Associates, Inc. v. Society Brand Hat Company
340 F. Supp. 1158 (E.D. Missouri, 1972)
Southgate Bank and Trust Co. v. May
696 S.W.2d 515 (Missouri Court of Appeals, 1985)
Spencer's River Roads Bowling Lanes, Inc. v. Unico Management Co.
615 S.W.2d 121 (Missouri Court of Appeals, 1981)
Hardesty v. Mr. Cribbins's Old House, Inc.
679 S.W.2d 343 (Missouri Court of Appeals, 1984)
Denney v. Traders National Bank of Kansas City
408 S.W.2d 71 (Supreme Court of Missouri, 1966)

Cite This Page — Counsel Stack

Bluebook (online)
670 F. Supp. 267, 1987 U.S. Dist. LEXIS 8862, Counsel Stack Legal Research, https://law.counselstack.com/opinion/blossom-v-boyle-investment-co-moed-1987.