Trolley Square Associates v. Nielson

886 P.2d 61, 252 Utah Adv. Rep. 30, 1994 Utah App. LEXIS 163, 1994 WL 657923
CourtCourt of Appeals of Utah
DecidedNovember 17, 1994
Docket930445-CA
StatusPublished
Cited by22 cases

This text of 886 P.2d 61 (Trolley Square Associates v. Nielson) is published on Counsel Stack Legal Research, covering Court of Appeals of Utah primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Trolley Square Associates v. Nielson, 886 P.2d 61, 252 Utah Adv. Rep. 30, 1994 Utah App. LEXIS 163, 1994 WL 657923 (Utah Ct. App. 1994).

Opinion

OPINION

WILKINS, Judge:

Appellants Elaine Nielson (Nielson), Mary Whitesides (Whitesides), and Somebody’s Mother, Inc. (SMI), appeal the trial court’s *63 judgment awarding Trolley Square Associates (TSA) damages and attorney fees under obligations arising from a lease and month-to-month tenancy. TSA cross-appeals the trial court’s decision not to award prejudgment interest. We affirm in part, and reverse and remand in part.

BACKGROUND

SMI is a maternity and children’s clothing business owned and operated by Nielson and Whitesides. TSA owns Trolley Square, a specialty mall in Salt Lake City. On September 3, 1980, SMI and TSA executed a lease agreement involving a space at Trolley Square of approximately 2500 square feet. SMI had previously occupied a smaller space at Trolley Square. The trial court found that the lease term was to be for three lease years plus any partial lease year as defined in the lease agreement. Any holdover by SMI after the lease term expired was to be as a month-to-month tenant. Nielson and Whitesides personally guaranteed the obligations of SMI under the lease.

SMI occupied the new space and experienced a growth in its business through 1982. Beginning about mid-1982, however, SMI’s revenues fell off. It began to accrue a rent arrearage by the end of 1983. This arrear-age grew until SMI vacated the leased premises on May 15, 1987.

While SMI was accruing this rent arrear-age, Nielson and Whitesides expressed disapproval of the manner in which the shopping center conducted its management and maintenance activities. The trial court found that various negotiations occurred concerning an adjustment or abatement of rent charges, but that no agreement abating or reducing rent was ever agreed upon.

After a bench trial, judgment was awarded against SMI, and Nielson and Whitesides as guarantors, in the amount of $115,840.70 for unpaid rent and other charges, and $9,195 for attorney fees, with no prejudgment interest. 1 During the course of the trial, TSA introduced three pages, numbered as Exhibits 51, 52, and 53, which were presented as a summary of monthly statements containing the amounts due to TSA for the months of December 1983 through December 1986. The summaries reflected monthly charges for base rent, common area fee, insurance, property tax, and merchant dues. These summaries were admitted into evidence as “business records” and were used by the trial court to determine the judgment against SMI and against Whitesides and Nielson as guarantors of the full amount.

ISSUES ON APPEAL

On appeal, appellants argue: (1) that the lease agreement was ambiguous, and thus the trial court should have construed the lease term as running for a total of three years, from December 1, 1980, until December 1, 1983; (2) that the trial court should have found that TSA’s statements or actions estopped it from collecting the full rent ar-rearage; (3) that the trial court improperly admitted account summaries as evidence of what SMI owed TSA; and (4) that the trial court incorrectly concluded that Nielson and Whitesides are bound as guarantors for obligations incurred during the period of time that SMI occupied the premises, rather than just during the express term of the lease agreement.

ANALYSIS

I. Lease Term

The trial court found that TSA, SMI, Nielson, and Whitesides executed the lease agreement on September 3, 1980. The appellants contend that the lease agreement is ambiguous and should thus be construed against TSA, the drafter. Contract interpretation begins with an examination of the contract itself. The initial question of whether the lease agreement is ambiguous is a question of law, to be reviewed for correctness. Wade v. Stangl, 869 P.2d 9, 12 (Utah App. 1994); Home Sav. & Loan v. Aetna Casualty & Sur. Co., 817 P.2d 341, 347 (Utah App. 1991). If a contract is ambiguous, it will be construed against the drafter only if extrinsic evidence fails to clarify the intent of the *64 parties. Wilburn v. Interstate Elec., 748 P.2d 582, 585 (Utah App.), cert. granted, 765 P.2d 1277 (Utah 1988), cert. dismissed, 774 P.2d 1149 (Utah 1989). The findings of the trial court regarding the intent of the parties, determined by extrinsic evidence, will be overturned only if clearly erroneous. Allstate Enter., Inc. v. Heriford, 772 P.2d 466, 468 (Utah App.1989).

An examination of the lease agreement leads us to conclude that it is not ambiguous and that the trial court correctly interpreted the lease by reference to the terms of the document itself as expiring on December 31, 1984. Article I of the lease agreement, under the heading “Fundamental Lease Provisions,” describes the lease term as:

Three Years
( 3 ) consecutive full lease years, (plus a partial lease year, if any, prior to the first full lease year)

This provision refers to another section of the lease, section 3.04, which defines a “lease year” and a “partial lease year” as follows:

The term “lease year” as used herein shall mean a period of twelve (12) consecutive full calendar months commencing on the first day of January of each year during the term hereof. The first lease year shall begin on the date of commencement of the term hereof if such date of commencement shall occur on the first day of January; if not, then the first lease year shall commence upon the first day of January next following the date of commencement of the term hereof. Each succeeding lease year shall commence upon the anniversary date of the first lease year. Any portion of the term hereof prior to commencement of the first lease year shall be deemed a “partial lease year”....

Arguably, the term of the lease is also described by the “Minimum Annual Rental” language under the “Fundamental Lease Provisions”:

Nineteen Thousand Eight Hundred Forty* Dollars ($19,840.00) 2 per annum, payable in twelve (12) equal monthly installments during each year.
* First 24 months
Last 12 months — $29,760.00 3

A document titled “Lease Worksheet” is also part of the lease document, and lists:

ANNUAL MIN. RENT $19,840 — first 24 months
$29,760 — last 12 months
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LEASE TERM 3 Years COMMENCING Opening for Business

In addition, a rider was attached to the lease with the following two sections:

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Bluebook (online)
886 P.2d 61, 252 Utah Adv. Rep. 30, 1994 Utah App. LEXIS 163, 1994 WL 657923, Counsel Stack Legal Research, https://law.counselstack.com/opinion/trolley-square-associates-v-nielson-utahctapp-1994.