Topp Copy Products, Inc. v. Singletary

626 A.2d 98, 533 Pa. 468, 1993 Pa. LEXIS 149
CourtSupreme Court of Pennsylvania
DecidedMay 26, 1993
Docket6 M.D. Appeal Docket 1992
StatusPublished
Cited by64 cases

This text of 626 A.2d 98 (Topp Copy Products, Inc. v. Singletary) is published on Counsel Stack Legal Research, covering Supreme Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Topp Copy Products, Inc. v. Singletary, 626 A.2d 98, 533 Pa. 468, 1993 Pa. LEXIS 149 (Pa. 1993).

Opinions

OPINION OF THE COURT

PAPADAKOS, Justice.

This is the appeal of Ernest Singletary (Appellant) from the opinion and order of the Superior Court reversing the order of the Court of Common Pleas of Lycoming County which grant[470]*470ed summary judgment in favor of Appellant and remanded the matter to the trial court for further proceedings.

Appellant is the owner of a multi-story building in the City of Williamsport. Topp Copy Products, Inc. and Topp Copy Telecommunications, Inc., (Appellees) are in the business of selling and leasing office equipment and lease the first floor of Appellant’s building. In an apartment lc-cated above Appellees’ business, a toilet developed a leak, resulting in substantial water damage to Appellees’ inventory stored in its leased unit.

Appellees brought suit against Appellant for the water damages it sustained in the Court of Common Pleas of Lycoming County, alleging breach of implied warranty of habitability for residential premises, breach of implied warranty for commercial premises, and negligence. Appellant filed a motion for summary judgment arguing that an exculpatory clause in its. lease -with Appellees effectively prevented any action against him on account of water damage caused by any broken plumbing fixture.1 The Honorable Thomas C. Raup, President Judge of the Court of Common Pleas of Lycoming County, agreed that the exculpatory clause was applicable and granted summary judgment in favor of Appellant.

Appellees appealed to the Superior Court, which reversed, because in its view, the exculpatory clause was not specific enough to immunize Appellant from liability for his own acts of negligence. In reaching this conclusion, the Superior Court relied on our recent decision in Ruzzi v. Butler Petroleum, 527 Pa. 1, 588 A.2d 1 (1991), as dispositive of the requirements of the law when determining the enforceability of exculpatory clauses immunizing a landlord for his own acts of negligence. [471]*471Topp Copy Products Inc. v. Singletary, 404 Pa.Superior Ct. 459, 591 A.2d 298 (1991).

We granted allocatur in this matter to determine whether the specific requirements of Ruzzi are applicable when reviewing exculpatory clauses in leases and we now reverse.

It is generally accepted that an exculpatory clause is valid where three conditions are met. First, the clause must not contravene public policy. Secondly, the contract must be between persons relating entirely to their own private affairs and thirdly, each party must be a free bargaining agent to the agreement so that the contract is not one of adhesion. Princeton Sportswear Corp. v. H. & M. Associates, 510 Pa. 189, 507 A.2d 339 (1986); Employers Liability Assurance Corp. v. Greenville Business Men’s Association, 423 Pa. 288, 224 A.2d 620 (1966). In Dilks v. Flohr Chevrolet, 411 Pa. 425, 192 A.2d 682 (1963), we noted that once an exculpatory clause is determined to be valid, it will, nevertheless, still be unenforceable unless the language of the parties is clear that a person is being relieved of liability for his own acts of negligence. In interpreting such clauses we listed as guiding standards that: 1) the contract language must be construed strictly, since exculpatory language is not favored by the law; 2) the contract must state the intention of the parties with the greatest particularity, beyond doubt by express stipulation, and no inference from words of general import can establish the intent of the parties; 3) the language of the contract must be construed, in cases of ambiguity, against the party seeking immunity from liability; and 4) the burden of establishing the immunity is upon the party invoking protection under the clause. Dilks, at 434, 192 A.2d at 687.

Appellant argues that we have applied these considerations to an exculpatory clause in a lease identical to the one before us and found it to be valid and enforceable, and that this precedent is applicable to this exculpatory clause and dispositive of its enforceability. Appellant refers to our decision in Cannon v. Bresch, 307 Pa. 31, 160 A. 595 (1932), which considered a fact pattern similar to this case and an exculpate[472]*472ry clause identical to that under consideration here. Appellant correctly notes that we held that the clause was valid and enforceable and determinative of the rights of the parties. The tenant in Cannon argued, as Appellees now argue, that the water damage was caused by the landlord’s negligence and the clause did not relieve him from liability for his acts of active negligence.

In concluding that the clause was sufficiently precise we noted “the terms are emphatic — the word “all” needs no definition; it includes everything, and excludes nothing. There is no more comprehensive word in the language, and as used here it is obviously broad enough to cover liability for negligence. If it had been the intention of the parties to exclude negligent acts they would have so written in the agreement. This paragraph of the lease is clear and unambiguous. No rules of construction are required to ascertain the intention of the parties”. Cannon, 307 Pa. at 34, 160 A. at 596.

In addition to concluding that the clause was clear and unambiguous, we specifically indicated in Cannon that the clause under consideration was not against public policy, was in a contract between persons relating to their own private affairs and that each party was a free bargaining agent. Since the landlord would always be responsible if he damaged the goods of his tenant, we were able to conclude that the exculpatory clause’s very purpose was to exonerate him.

It was to be free from this liability that defendant placed the covenant in the lease, and to say that it does not have that effect is to say that the covenant is meaningless, which would be incomprehensible under the circumstances. The parties meant something by what they said in their agreement, and where they used language so definite and precise there can be no doubt of their meaning, and it necessarily follows that their intention was to release the landlord “from all liability for any and all damage caused by water” resulting from negligence unless wanton or willful ... [a]ll that the law insists on in the case of a tenant’s waiver of his landlord’s responsibility for losses resulting from his negli[473]*473gence is that it shall be plainly expressed. With that requirement the covenant of this lease fully complies.

Cannon, 307 Pa. at 36, 160 A. at 597.

Since there was only one purpose for the clause, it was found to be sufficiently precise and invokable to protect the landlord from all liability including his own negligence. Such has been our view of the validity of such clauses when they appear in leases since 1932 and, without doubt, in reliance of this rule of law, the clause appeared in the lease between Appellant and Appellees in the same form as approved in Cannon.

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Bluebook (online)
626 A.2d 98, 533 Pa. 468, 1993 Pa. LEXIS 149, Counsel Stack Legal Research, https://law.counselstack.com/opinion/topp-copy-products-inc-v-singletary-pa-1993.