Mark Page, Melissa Page, and Slingshot Ventures Stores, LLC v. 3838 Oak Lawn Ave (TX) Owner, LLC

CourtCourt of Appeals of Texas
DecidedMay 9, 2023
Docket05-21-01150-CV
StatusPublished

This text of Mark Page, Melissa Page, and Slingshot Ventures Stores, LLC v. 3838 Oak Lawn Ave (TX) Owner, LLC (Mark Page, Melissa Page, and Slingshot Ventures Stores, LLC v. 3838 Oak Lawn Ave (TX) Owner, LLC) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Mark Page, Melissa Page, and Slingshot Ventures Stores, LLC v. 3838 Oak Lawn Ave (TX) Owner, LLC, (Tex. Ct. App. 2023).

Opinion

Affirm and Opinion Filed May 9, 2023

S In The Court of Appeals Fifth District of Texas at Dallas No. 05-21-01150-CV

MARK PAGE, MELISSA PAGE, AND SLINGSHOT VENTURES STORES, LLC, Appellants V. 3838 OAK LAWN AVE (TX) OWNER, LLC, Appellee

On Appeal from the 160th Judicial District Court Dallas County, Texas Trial Court Cause No. DC-20-03633

MEMORANDUM OPINION Before Justices Partida-Kipness, Nowell, and Rosenberg1 Opinion by Justice Partida-Kipness This is an appeal of a summary judgment rendered in a lawsuit regarding a

commercial lease. The landlord, appellee 3838 Oak Lawn Ave Owner, LLC (3838

Oak Lawn) sued the tenant, appellants Slingshot Ventures Stores, LLC (Slingshot)

and lease guarantors, Mark and Melissa Page (the Pages) for breaches of the lease

and accompanying guaranty. In eight issues, the Pages and Slingshot appeal the

granting of summary judgment in favor of 3838 Oak Lawn. We affirm.

1 The Hon. Barbara Rosenberg, Justice, Assigned BACKGROUND

In 2015, 3838 Oak Lawn’s predecessors, TC Propco I, LP and TC Propco II,

LP (TC Propco) were the landlords of certain commercial spaces at the Turtle Creek

Village Shopping Center in Dallas. In March 2015, Slingshot entered into a lease

with TC Propco to operate a fitness center in the shopping center. The Pages2 and

John and Karen Pannell3 signed as guarantors on Slingshot’s lease with TC Propco.

The original lease was for 120 months. Monthly rent for the first sixty months was

$21,254.17 and $23,379.58 for the remaining sixty months, plus additional monthly

expenses. Attached to the original lease was Exhibit G titled “Guaranty,” which

stated:

[T]he undersigned (hereinafter referred to individually and collectively as ‘Guarantor’, whether one or more) hereby jointly and severally guarantee unto Landlord the payment and performance of (i) all of the rental and other sums or charges which may ever become due and payable by Tenant under the Lease, including, without limitation, rental that becomes due and payable by reason of the exercise of any power to accelerate granted to Landlord under the Lease and any damages or other sums that become payable on account of any default by Tenant under the Lease, and (ii) all of the other obligations, liabilities and duties of Tenant under the Lease (the rental, other sums and charges and other obligations, liabilities and duties described in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as the ‘Obligations’). For the purposes hereof, the term ‘Tenant’ shall include any assignee of Tenant and the term ‘Lease’ shall include any

2 Mark Page signed documents related to the lease on behalf of Slingshot, as well as signed in his individual capacity as a guarantor. 3 John and Karen Pannell were included in 3838 Oak Lawn’s Original Petition as defendants. Karen filed an original answer and general denial. She later declared bankruptcy and 3838 Oak Lawn dismissed the claims against her without prejudice. John was properly served and never responded to this lawsuit. A default judgment was taken against him. Neither of the Pannells are a party to this appeal. –2– amendment of the Lease effected by Landlord and Tenant, with or without the consent or knowledge of Guarantor.

....

The obligations of Guarantor shall be irrevocable and unconditional, irrespective of the genuineness, validity, regularity or enforceability of the Lease or any security given for the Obligations or any other circumstances which might otherwise constitute legal or equitable discharge of surety or guarantor, and Guarantor waives the benefit of all principles or provisions of Law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty, and agrees that the obligations of Guarantor shall not be affected by any circumstances, whether or not referred to in this Guaranty which might otherwise constitute legal or equitable discharge of surety or guarantor. Specifically, Guarantor waives the benefits of any right of discharge and any other rights of sureties and guarantors under applicable law. Without limiting the generality of the foregoing, Guarantor agrees that Landlord may, in its sole and absolute discretion, without notice to or consent by the Guarantor, and without in any way releasing or impairing any liability or obligation of Guarantor hereunder, . . . (ii) modify, amend or change any provision of the Lease, (iii) grant extensions or renewals of the Lease or the Obligations, or effect any release, compromise or settlement in connection therewith, including any release of the liability of Tenant or any guarantor or other person liable on the Obligations or any part thereof, (iv) transfer its interest in the premises covered by the Lease or its rights under this Guaranty, (v) consent to the assignment by Tenant of its rights under the Lease, and (vi) deal in all respects with Tenant and the Obligations as if this Guaranty was not in effect. Guarantor further waives (i) notices of acceptance of the Guaranty, (ii) notices to Guarantor of any kind in any circumstances whatsoever, including without limitation, notice of dishonor and notice of any default by Tenant under the Lease and all waivers or indulgences granted by Landlord to Tenant under the Lease, and (iii) diligence, presentment and suit on the part of the Landlord in the enforcement of any of the Obligations.

Notwithstanding anything to the contrary, provided Tenant was not, at any time during the Lease Term, in default of any of the terms, conditions or covenants of the Lease, notwithstanding the fact that any prior default by Tenant may have been subsequently cured, the liability

–3– of the Guarantor arising hereunder shall terminate upon the expiration of the thirty-sixth (36th) full calendar month of the Lease Term.

On April 18, 2017, a “First Amendment to Shopping Center Lease” was

executed by landlord, TC Propco, and tenant, Slingshot. The amendment states:

2. Commencement Date. As of the Effective Date, Landlord and Tenant hereby agree that Article VII.A of Exhibit “C” attached to the Lease shall be amended, such that the Commencement Date shall be deemed to be April 15, 2017.

4. Release. Landlord and Tenant both acknowledge and agree that the effect of amending the Commencement Date to be April 15, 2017, rather than September 16, 2015 (the date that otherwise would have been the Commencement Date, but for this Amendment; herein called the “Original Commencement Date”), is that Tenant will not be obligated to pay rent from the period from the Original Commencement Date through April 14, 2017 (the “Forbearance Period”).

5. Guaranty. Notwithstanding anything to the contrary, Guarantor hereby joins in the execution of this Amendment to confirm that the Guaranty remains in full force and effect and that Guarantor shall remain liable for the payment and performance of all of the covenants, duties and obligations under the Lease to be paid and performed on the part of “Tenant” under the Lease, including, but not limited to, the payment of rent (as amended herein) that becomes due and payable by Tenant under Lease.

A page titled “Joinder” was attached to the amendment and stated

Guarantor has joined in the execution of this Amendment for the purposes of providing consent to the terms and provisions of this Amendment and acknowledging that the Guaranty remains in full force and effect to secure the payment and performance of all liabilities, obligations and duties of Tenant under the Lease, as amended by this Amendment.

–4– The joinder page was signed by Mark Page, an individual, and Melissa Page, an

individual.

On July 21, 2017, pursuant to a purchase and sale agreement, TC Propco’s

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Mark Page, Melissa Page, and Slingshot Ventures Stores, LLC v. 3838 Oak Lawn Ave (TX) Owner, LLC, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mark-page-melissa-page-and-slingshot-ventures-stores-llc-v-3838-oak-texapp-2023.