Dyer v. Worldwide Protein, Inc.

21 V.I. 275, 1985 V.I. LEXIS 19
CourtSupreme Court of The Virgin Islands
DecidedMarch 1, 1985
DocketCivil No. 28/1984
StatusPublished
Cited by3 cases

This text of 21 V.I. 275 (Dyer v. Worldwide Protein, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of The Virgin Islands primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Dyer v. Worldwide Protein, Inc., 21 V.I. 275, 1985 V.I. LEXIS 19 (virginislands 1985).

Opinion

SILVERLIGHT, Judge

MEMORANDUM OPINION

After a four-day bench trial this Court must determine whether a permanent injunction should issue to restrain defendant, Worldwide Protein, Inc. (hereinafter “Worldwide”) from removing certain items of personalty introduced to the premises of plaintiff, Juanita Dyer (hereinafter “Dyer”) under the terms of a lease entered into by the parties and in furtherance of Worldwide’s business. For the reasons set forth below, the injunctive relief requested will be granted in part and denied in part.

FINDINGS OF FACT

This Court, having heard testimony from various witnesses, having viewed numerous exhibits and having visited the premises in question, makes the following findings of fact.

1. On January 13, 1981, Worldwide entered into an agreement with Dyer to lease certain premises known as Plot No. 2 Rust-op-Twist and a portion of Plot No. 156 Estate La Valle, Christiansted, St. Croix, United States Virgin Islands.

2. Said lease provided for a two-year term commencing February 1, 1981, and granted to defendant the option to extend the term of the lease for two additional years.

3. During the term of the lease, Worldwide used the premises to operate a shrimp hatchery and to develop a feed diet for redfish.

4. Worldwide exercised its option to renew in October, 1982, and extended the term of the lease to January, 1985.

5. The parties thereafter entered into extensive negotiations for a further renewal of the lease but failed to come to an agreement.

[277]*2776. On or about August 15, 1984, defendant notified plaintiff that it had ceased its operations and would not be renewing its lease.

7. Sometime thereafter, Worldwide began to remove various items of personalty from the premises.

8. On September 18, 1984, this Court entered a Temporary Restraining Order to prohibit defendant from removing from the premises any personal property which had been introduced to the premises as an alteration, addition, improvement or installation.

9. Prior to the entry of the Temporary Restraining Order, defendant had dismantled certain equipment, as well as some of the electrical and water supply lines or conduits.

ISSUE

This Court is now called upon to determine whether paragraph 7(d) of the lease, which provides that:

All alterations, additions, improvements and installations made by lessee or its predecessors on the premises, including installations in the beach area shall, at the option of lessor upon termination of this lease, (1) either remain on the premises as lessor’s property or (2) be removed from the premises and the premises restored to their original condition, at lessee’s expense . ..

purports to grant to plaintiff the option to retain all items of personalty brought to the premises by defendant during the term of its lease.

DISCUSSION

In the instant case, plaintiff has chosen to exercise her option as provided in the lease, by demanding all items which were placed on the premises by defendant. In support of her position, Dyer argues that paragraph 7(d) was intended to encompass all equipment brought on to the property to further the mariculture business of Worldwide Protein. (Plaintiff’s Post-Trial Brief, p. 11). Defendant, however, contends that it should retain the disputed items either because they were never intended to be made permanent accessions to the premises or alternatively, because they constituted trade fixtures. (Defendant’s Post-Trial Brief, pgs. 5, 17). This Court is not swayed or convinced by either party’s arguments.

Whatever the rights of the parties concerned with the transaction might be in the absence of provisions in the lease, it is unquestionable that expressed intentions and understandings will govern. Unit[278]*278ed States v. Delaware, Lackawanna & Western Railroad Co., 264 F.2d 112 (3d Cir.), cert. denied, 361 U.S. 819, 80 S.Ct. 63, 4 L.Ed.2d 65 (19059). As expressed in paragraph 7(d), it was the intention of the parties that plaintiff have the option, upon termination of the lease, to retain any alteration, addition, improvement, or installation made by defendant on the premises. Hence, contrary to plaintiff’s assertion, lessor does not have an absolute right to keep all items which were placed on the premises by defendant. Rather, she has only the limited right to retain alterations, improvements, additions and installations.

Furthermore, the doctrine of trade fixtures is irrelevant to a determination of the respective rights of the parties in this suit. As a general rule, rights between a landlord and tenant with respect to fixtures may be modified, restricted or extended by agreement. Nicholson v. Altona Corporation., 320 F.2d 8 (3d Cir. 1963). If it had been the intention that trade fixtures should be an exception, with the right of the lessee to remove them at the termination of the lease, the parties would have so stipulated in the contract. Union Building Co. of Pennsylvania v. Pennell, 78 F.2d 959, 966 (3d Cir. 1935). Similarly, if it had been the intention of plaintiff and defendant that such fixtures should become the property of Worldwide, they would or should have so stipulated in the lease, but they did not.

When parties to an agreement reduce their understanding to a writing that uses clear and unambiguous terms, a court should look no further than the writing itself when asked to give effect to that understanding. Brokers Title Co., Inc. v. St. Paul Fire and Marine Insurance Co., 610 F.2d 1174, 1178 (3d Cir. 1979). Paragraph 7(d) is unambiguous as to the rights of each party in this case. Hence, the narrow issue before this Court is whether any of the disputed items constitute additions, alterations, improvements, or installations within the meaning of paragraph 7(d).

In determining the manifest intention of the parties, the common or normal meaning will be given to the words of a contract unless the circumstances show that a special meaning should be attached. O’Brien & Gere Engineers, Inc. v. Taleghani, 525 F. Supp. 750, 760 (E.D. Pa.), aff’d, 707 F.2d 1395 (3d Cir. 1981). When given their usual, ordinary, and popular meaning and viewed in the context which is used in the lease, “alterations” means something changed about the premises, “addition” something added thereto and “improvement” something bettered therein. Bolin v. Laderberg, 207 VA 795, 153 SE2d 251 (1967). The words are of broad significa[279]*279tion. Id.; Pennell, supra. “Installation” means something fixed in position for use. Websters New World Dictionary (2d coll. ed. 1976); Blacks Law Dictionary (4th ed. 1968) and Long v. Ulmer Machinery Co., cited therein.

Although approximately one hundred items initially were alleged to have been in dispute, the parties, without identifying any specific items, reported to this Court during the course of the trial that certain items were no longer in dispute.

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Bluebook (online)
21 V.I. 275, 1985 V.I. LEXIS 19, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dyer-v-worldwide-protein-inc-virginislands-1985.