Ocean Petroleum, Co. v. Yanek

5 A.3d 683, 5 A.3d 688, 416 Md. 74, 2010 Md. LEXIS 535
CourtCourt of Appeals of Maryland
DecidedOctober 4, 2010
Docket109, September Term 2009
StatusPublished
Cited by68 cases

This text of 5 A.3d 683 (Ocean Petroleum, Co. v. Yanek) is published on Counsel Stack Legal Research, covering Court of Appeals of Maryland primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ocean Petroleum, Co. v. Yanek, 5 A.3d 683, 5 A.3d 688, 416 Md. 74, 2010 Md. LEXIS 535 (Md. 2010).

Opinions

BARBERA, J.

This appeal arises out of a declaratory judgment action filed in Circuit Court for Worcester County, in which Appellant, Ocean Petroleum Co., and Appellees, Dorothy Yanek and the Estate of Victor Yanek, sought to establish the meaning of “fair market value” as that term appears in an option to purchase provision of a lease agreement between these parties. For the foregoing reasons, we affirm the judgment of the Circuit Court.

I.

Appellant owns and maintains a convenience store and other improvements, the “85th Street Wine Rack,” on a piece of property located at 8501 Coastal Highway in Ocean City, Maryland. The property is owned by Appellees and leased from them by Appellant pursuant to a lease agreement assigned to Appellant on July 1, 1980. The term of the lease is ninety-nine years, commencing on April 1, 1976, the date the original tenant entered into the lease before assigning it to Appellant, and ending on March 31, 2075. Pursuant to the lease, Appellant is obligated to pay monthly rent as well as “additional rent,” which includes “duties, taxes, assessments” [78]*78and other charges attendant to the ownership and maintenance of the property.

The lease further provides that, “[a]t any time after the expiration of twenty (20) years from the commencement date of th[e] Lease,” Appellant “shall have the right and option to purchase the aforesaid demised premises” under certain terms and conditions:

1. The parties hereto shall attempt by negotiation to establish a price for the land hereinbefore described. In the event a purchase price cannot be agreed upon by the Landlords and Tenant within thirty (30) days of commencement of negotiations, then the purchase price shall be determined as follows:
(a) The purchase price for the land shall be the fair market value thereof at the time this option to purchase is exercised. Fair market value of the land shall only be established by Landlords and Tenant each appointing a real estate appraiser whose qualifications shall be at least a member of the American Society of Appraisers. In the event the two appraisers by Landlords and Tenant cannot agree upon the fair market value of the land only, then such two appraisers shall agree upon a third appraiser to determine the fair market value of the land only and his decision shall be binding upon the parties hereto.
2. This option shall be exercised by the giving of written notice to the Landlords of the intention of Tenant to exercise this option either in person or by registered mail and in no other way---- Settlement shall take place within six months of the date of the exercise of this option by Tenant.
3. Upon payment of the unpaid purchase money, a Deed for the property containing covenants of special warranty and further assurances shall be executed at Tenant’s expense, which deed shall convey the property by a good and merchantable title to the Tenant free of liens and encumbrances.

In a letter to Mrs. Yanek dated November 5, 2007, Appellant exercised the option to purchase the property.

[79]*79The parties were unable to agree to a purchase price for the land and, moreover, unable to agree on the meaning of the phrase “the fair market value of the land only” as it appears in the lease.1 Consequently, Appellant filed in the Circuit Court for Worcester County a complaint seeking a declaratory judgment construing that phrase. Appellant argued that “fair market value of the land” should be interpreted to mean “[t]he fair market value of the land as encumbered by [Appellant’s] 99-year lease.” Appellees countered that “the purchase price is not limited to the value of the reversionary interest of the landlord in the premises” and therefore “fair market value of the land” should be interpreted to mean the value of the land as unencumbered “at the time [Appellant] exercised the option to purchase.” Both parties agreed that, “[u]ntil the issue is resolved with respect to that which is to be appraised, it is impossible to implement the procedures in the Lease Agreement designed to establish the purchase price.”

During the hearing on the complaint the court observed that, if Appellant took title to the property, Appellant’s leasehold interest would merge with the fee interest in the estate, and Appellant would own the property no longer encumbered by the lease.2 Upon concluding the hearing, the court further observed that, “where it is between the landlord and the tenant, even though there is no specific language as to merger, the term fee simple, or fee title ... expresses an intent to form the merge[r].” The court therefore decided that “fair market value of the land” under the lease agreement should be determined as if the land were unencumbered.

On February 18, 2009, the Circuit Court entered a written declaratory judgment stating the following:

[80]*80[T]he meaning of ‘fair market value of the land only1 as used in the Lease Agreement which grants [Appellant] a right to purchase the ‘demised premises’ ... is clear and unambiguous” and “that the purchase price for the [Appellant’s] exercise of its right to purchase the demised premises is to be the fair market value of the land as unencumbered by [Appellant’s] lease at the time the option to purchase is exercised and not the value of [Appellees’] reversionary interest therein.

Appellant timely noted an appeal to the Court of Special Appeals. Before consideration by that court, however, this Court on its own initiative issued a writ of certiorari. Ocean Petroleum v. Yanek, 410 Md. 702, 980 A.2d 483 (2009). Although the parties frame differently the issues presented by this appeal,3 we may effectively resolve all of these issues by addressing whether “fair market value of the land,” as that term appears in the lease agreement between Appellant and Appellees, was intended to mean the fair market value of the land subject to an encumbrance or, instead, the fair market value of the land as an unencumbered fee simple estate. For the following reasons, we hold that “fair market value of the [81]*81land,” as that phrase appears in the lease agreement between Appellant and Appellees, refers to the fair market value of the land as an unencumbered fee simple estate.

II.

Before addressing the parties’ contentions and the merits thereof, we must dispose of a procedural matter. During oral argument the Court asked whether the parties present a controversy ripe for adjudication, notwithstanding that they have not yet appointed appraisers to determine the fair market value and have presented no evidence that appraisers have disagreed about the fair market value of the property. The parties argued at that time that they must ascertain the meaning of the phrase “fair market value of the land” before they can appoint appraisers to determine the fair market value of the property. The parties further asserted that, without a declaratory judgment establishing the meaning of that phrase, the parties are unable to instruct the appraisers about the extent of the property interest for which they should determine the fair market value.

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Bluebook (online)
5 A.3d 683, 5 A.3d 688, 416 Md. 74, 2010 Md. LEXIS 535, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ocean-petroleum-co-v-yanek-md-2010.