Ledaura, LLC v. Gould

155 Wash. App. 786
CourtCourt of Appeals of Washington
DecidedApril 27, 2010
DocketNo. 38832-4-II
StatusPublished
Cited by4 cases

This text of 155 Wash. App. 786 (Ledaura, LLC v. Gould) is published on Counsel Stack Legal Research, covering Court of Appeals of Washington primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ledaura, LLC v. Gould, 155 Wash. App. 786 (Wash. Ct. App. 2010).

Opinion

Hunt, J.

¶1 In this action to enforce an option agreement to purchase real property, business partners Bret Drager and “Jane Doe” Drager, Greg Johnson and “Jane Doe” Johnson, and Randy Gould and “Jane Doe” Gould (Buyers)1 appeal the trial court’s denial of their motion for summary judgment and its grant of partial summary judg[789]*789ment in favor of seller Ledaura LLC. Buyers argue that the trial court erred in finding that the parties’ separate lease and option agreements formed a single contract and that terminating the lease agreement also terminated the option agreement. We reverse the trial court’s grant of partial summary judgment to Ledaura and remand.

FACTS

I. Lease, Option, and Addenda

¶2 Leah Caruthers and her sister formed the David W. Smith Revocable Living Trust (Trust) to manage their father’s assets after he suffered a stroke in December 2004. The sisters served as cotrustees. Between November 2005 and January 2006, Buyers negotiated with the Trust to lease two adjacent lots and a commercial warehouse (Property) in the city of Tacoma’s St. Helen’s neighborhood. With assistance from their real estate agents, Buyers and Caruthers2 negotiated an eight-year lease agreement, which they signed on December 2005 and extinguished shortly thereafter.

A. January 24, 2006 Lease and Lease Addendum

¶3 Next, Caruthers negotiated and Buyers drafted a new three-year lease agreement (Lease), which the parties executed on January 24, 2006. The Lease identified Buyers as “Tenants” and the Trust as “Landlord,” set the rent at $4,500 per month, and required Buyers to “prepay” $9,000 rent for the first and last months. The Lease provided: (1) “Tenants shall not assign” or transfer their interest in the Lease without the landlord’s consent, Clerk’s Papers (CP) at 166; (2) “This Lease contains all of the covenants and agreements between Landlord and Tenant relating to the [790]*790Premises. No prior or contemporaneous agreements or understanding pertaining to the Lease shall be valid or of any force or effect...,” CP at 171; (3) “Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision of this Lease,” CP at 171; and (4) “The following exhibits and riders are made part of this Lease [:] Exhibit A-Legal Description [,] Exhibit B Addendum DATED January 24th, 2006.” CP at 172.

¶4 On the same day that the parties signed the Lease, they also executed a “LEASE ADDENDUM.” CP at 24. This Lease Addendum provided as follows: (1) The Trust “shall not alter the Lease Agreement or any other real estate related agreements (The ‘Agreements’) without the express written permission of (Lessee) [Gould, Drager, and Johnson]”; (2) “Tenant [Lessee] shall have months (2) through (11) of the first year of the lease free of rent”; (3) “Lessee retains the option to renew the lease with all terms and conditions outlined in Agreements remaining the same (with the exception of a free rent provision) for a period of up to (5) years”; and (4) “[t]his agreement supersedes all previous agreements.” CP at 24.

B. January 25, 2006 Option To Buy, Purchase and Sale Agreement, and Addendum

¶5 The next day, on January 25, the parties signed an agreement entitled “OPTION TO BUY REAL ESTATE” (Option), for which Buyers paid $35,000 in consideration for an option to buy the Property for $1,060,000. CP at 186. The Option neither mentioned the Lease nor referenced any Lease terms.

¶6 The Option provided:

In consideration of: $35,000 paid by Buyer to Seller; Seller grants to Buyer, and Buyer’s successors and assigns, the right to buy the Property on or before the 25th day of January, 2014, (the ‘expiration date’) without grace or extension of said date.

[791]*791CP at 186. Unlike the Lease, which prohibited Buyers from assigning their interest in the Lease, the Option provided for “Buyer, and Buyer’s successors and assigns.” CP at 186 (emphasis added). The Option further provided:

Buyer may exercise this Option, only by written notice delivered or sent (postmarked) by certified mail, to Seller... at least thirty (30) days in advance of the expiration date of this Option.

CP at 186. The Option also provided that the property’s legal description was “[attached.” CP at 186.

¶7 The Option’s “OTHER AGREEMENTS” provision noted only two items — a purchase and sale agreement and an addendum. The Option provided:

Buyer and Seller have completed and attached a Purchase and Sale Agreement. If Buyer exercises this Option, Buyer and Seller agree to proceed with the transaction according to the terms and conditions set forth [i]n the attached Purchase and Sale Agreement.

CP at 186. This standard form purchase and sale agreement, which the parties signed on the same day as the Option, contained much of the same information as the Option, including the purchase price, the $35,000 “earnest money” payment, and the January 25, 2014 expiration date for exercising the Option. CP at 176. In contrast to the Lease but like the Option, the purchase and sale agreement provided, “Buyer may assign this Agreement, or Buyer’s rights hereunder, without Seller’s prior written consent, unless provided otherwise herein.” CP at 182. The purchase and sale agreement also identified the property as “601 Saint Helens” in Tacoma, Washington, “legally described on attached Exhibit A.” CP at 176. And it included in its “POSSESSION” provision that “[b]uyer shall be entitled to possession, subject to existing tenancies (if any), SEE Attached Lease

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Related

LEDAURA, LLC v. Gould
237 P.3d 914 (Court of Appeals of Washington, 2010)

Cite This Page — Counsel Stack

Bluebook (online)
155 Wash. App. 786, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ledaura-llc-v-gould-washctapp-2010.