Brittany Sobery Family Ltd. Partnership v. Coinmach Corp.

392 S.W.3d 46, 2013 WL 150242, 2013 Mo. App. LEXIS 36
CourtMissouri Court of Appeals
DecidedJanuary 15, 2013
DocketNo. ED 97800
StatusPublished
Cited by20 cases

This text of 392 S.W.3d 46 (Brittany Sobery Family Ltd. Partnership v. Coinmach Corp.) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Brittany Sobery Family Ltd. Partnership v. Coinmach Corp., 392 S.W.3d 46, 2013 WL 150242, 2013 Mo. App. LEXIS 36 (Mo. Ct. App. 2013).

Opinion

LISA S. VAN AMBURG, Judge.

INTRODUCTION

Coinmach Corporation (“Coinmach”) appeals from the judgment entered, after a court-tried case, in favor of The Brittany Sobery Family Limited Partnership, d/b/a Bridgeport Crossing Apartments (“Bridgeport”). Coinmach claims the trial court erred by finding: (1) Coinmach’s right of first refusal terminated during its holdover tenancy; (2) Coinmach had no contractual right to renew the leasehold for another ten years; (3) Coinmach’s holdover tenancy was a month-to-month tenancy as opposed to a year-to-year tenancy; and (4) Bridgeport was entitled to damages in the amount of $17,588.47. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

On January 15, 1991, the parties’ predecessors in interest entered into a Standard Laundry Equipment Lease (“Original Lease”) to equip and manage a coin-operated laundry facility in an apartment complex located at 4015 Brittany Circle, Bridgeton, Missouri (“Leased Premises”). The Original Lease defined the term as ten years with a termination date of January 15, 2001.

Paragraph eight of the Original Lease contained a right of first refusal option giving Coinmach the right to match any bona fide offer from third parties. The record is unclear as to when but at some point the parties eliminated an automatic right of renewal clause from the terms of the Original Lease.

Several months prior to expiration of the Original Lease term, the parties executed an extension of the Original Lease by addendum (“Lease Addendum”), extending the lease term an additional twelve months, from its “now current expiration date,” to January 15, 2002. The Lease Addendum specifically stated, “[a]ll other terms and conditions of said Lease shall remain in full force and effect except as amended herein.”

Following expiration of the Lease Addendum on January 15, 2002, Coinmach remained in possession of the Leased Premises without the benefit of a written lease. Coinmach continued to pay rent on a monthly basis just as in the Original Lease through March 2009. The parties stipulated Coinmach was a holdover tenant “at least through March, 2009.”

On March 30, 2009, Bridgeport executed a new lease with a third party for the provision of laundry services on the Leased Premises. The next day Bridgeport notified Coinmach it was canceling the holdover tenancy and demanded removal of Coinmach’s laundry machines by April 30, 2009. Coinmach responded that the cancellation of the leasehold was not valid, citing its right of first refusal contained in the Original Lease and presented Bridgeport with an offer matching the terms of the third-party lease. Coinmach also asserted the term of its holdover tenancy continued on a year-to-year basis, and therefore the then current term of its holdover tenancy commenced January 15, 2009, and continued until January 15, 2010.

[49]*49Bridgeport refused Coinmach’s matching offer and repeatedly demanded Coin-mach vacate. Coinmach refused and remained in the Leased Premises operating its laundry services up through entry of judgment.

Bridgeport filed a petition seeking Ejectment, Unlawful Detainer, Trespass, Declaratory Judgment and Injunctive Relief against Coinmach. Following a bench trial the court entered judgment in favor of Bridgeport. The trial court found: Co-inmach’s right of first refusal terminated after January 15, 2003; Coinmach’s holdover tenancy terminated on March 30, 2009, effective April 30, 2009; Coinmach unlawfully detained the Leased Premises after April 30, 2009, and Bridgeport was entitled to damages in the amount of $17,588.47. Coinmach appeals.

STANDARD OF REVIEW

On appeal from a court-tried case we accept evidence and inferences in a light most favorable to the prevailing party, disregarding all contrary evidence, and will affirm the decision of the trial court unless no substantial evidence supports it, it is against the weight of the evidence or it erroneously declares or applies the law. Sachs Elec. Co. v. HS Const. Co., 86 S.W.3d 445, 453 (Mo.App. E.D.2002); Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976).

DISCUSSION

In its first point, Coinmach argues the trial court erred by finding Coinmach’s right of first refusal terminated twelve months into its holdover tenancy. In its second point, Coinmach argues the court erred by finding Coinmach had no contractual right to renew the leasehold under the terms of the right of first refusal clause. Coinmach presents interrelated arguments in its first two points. Therefore, we will address these two points as one.

Generally, when a tenant holds over with the landlord’s consent, a new tenancy arises and the law presumes that the holding-over is subject to the terms and conditions of the original lease, unless the contrary be shown. Grand Inv. Corp. v. Connaughton, Boyd & Renter, P.C., 119 S.W.3d 101, 111 (Mo.App. W.D.2003).

Paragraph eight of the Original Lease reads as follows:

“Lessor hereby grants Lessee the right of first refusal to meet the terms of any bonafide offer from any party proposing to provide laundry equipment for tenant use at Lessor’s property, either by sale or lease, to be installed by such other party or by Lessor at any time within twelve (12) months following the expiration of the tern, or any renewal term, of this lease, whether such proposal is made before, at, or after the expiration of this lease’s term, or any renewal term. Prior to agreeing to any such proposal to lease space to any competitor, or to purchase and install equipment, Lessor will give Lessee a copy of the new proposal in writing, and Lessee will have thirty (30) business days to match the new proposal, or submit a better offer. If Lessee matches the new proposal, or submits a better one, Lessor agrees to sign an agreement with Lessee reflecting the terms of the new proposal. If Lessor does not honor Lessee’s right of first refusal, Lessee may declare this lease as having been renewed under its same terms ([sic] or a period equal to the original lease term; such additional renewal term to commence on the day immediately following the last day of the last effective lease term, and lessee may reinstall its equipment, or Lessee may seek any other remedy allowed by law, including com[50]*50pensation calculated as stated in paragraph 5(b) above.” (emphasis added).

Relying on paragraph eight, Coinmach argues the trial court misapplied the law or misconstrued the intent of the parties by failing to recognize that Coinmach’s right of first refusal remained throughout the holdover tenancy. Coinmach asserts the court misapplied the law because there is no evidence upon which it could find the right of first refusal terminated. We disagree.

The trial court relied on the language in the lease as evidence that the parties did not intend for the right of first refusal to extend indefinitely into a holdover tenancy. Where the language of a contract is free from ambiguity, its construction is for the court, as a matter of law. Wilson Mfg. Co. v. Fusco, 258 S.W.3d 841, 844 (Mo.App. E.D.2008).

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Bluebook (online)
392 S.W.3d 46, 2013 WL 150242, 2013 Mo. App. LEXIS 36, Counsel Stack Legal Research, https://law.counselstack.com/opinion/brittany-sobery-family-ltd-partnership-v-coinmach-corp-moctapp-2013.