United Unions, Inc. v. Webster & Sheffield

521 A.2d 273, 1987 D.C. App. LEXIS 289
District of Columbia Court of Appeals·Decided February 24, 1987·No. No. 84-779·Published

Opinion

PER CURIAM:

This is an appeal by the owner of an office building from a judgment for damages entered in favor of a tenant for an asserted breach of a provision in the written lease authorizing the tenant, under certain conditions, to sublet all or part of the leased premises, if the landlord granted prior written consent. Citing a clause in that instrument under which the landlord agreed that “such consent will not be unreasonably withheld or delayed,” the tenant presented evidence in a jury trial to support its contention that the refusal of the landlord to consent to a proposed sublease of the tenant’s office space to a designated corporation was unreasonable. The tenant recovered the sum of $45,252.30, the difference between the rent it was obligated to pay for the balance of the term of the lease, and the rent it would have received had the proposed sublease been allowed.

In its appeal, the landlord raises a single issue, viz., that in formulating the special interrogatories to the jury the trial court erred in not framing a question which explicitly required the jury to decide whether its withholding of consent to the proposed sublease was “reasonable under the circumstances.” In our opinion, however, the trial court’s instructions were adequate to deal with the issues in the context of the evidence. Thus perceiving no error, we affirm.

The evidence may be summarized as follows:

On April 24, 1978, the law firm of Webster & Sheffield (the tenant) entered into a five-year commercial lease with United Unions, Inc. for space in a downtown office building.1 The lease contained a provision which in pertinent part read:

ASSIGNMENT AND SUBLETTING. 9.01 — Tenant will not assign, transfer, mortgage or encumber this Lease without obtaining the prior written consent of Landlord which consent will not be unreasonably withheld or delayed.... Tenant will not sublet the Premises ... without giving Landlord thirty (30) days written notice of Tenant’s intention to sublet all or any part of the Premises. Within thirty (30) days from receipt of said notice, Landlord shall have the right, [275] at its option, to either release Tenant from its Lease for such space or to sublet all or any part of the Premises from the Tenant at the same rental Tenant is paying Landlord. In the event Landlord does not exercise either its right of release or, its right to sublet all or part of the said Premises within thirty (BO) days from receipt of said notice, Tenant may sublet all or any part of the Premises after first obtaining the written consent of Landlord_ [Emphasis added.]

Approximately two years later, in a letter dated June 11, 1980, Byron Keith Huffman, a partner in the tenant law firm, informed Preston George, Jr., the building manager, that his firm proposed to move out and requested authority to sublease effective July 15, 1980, stating that the firm would submit a proposed sublease in the event United Unions consented to such an arrangement.

More than a month elapsed without any written response. On July 21, 1980, the building manager sent a letter to Huffman, in which he stated, without reference to the sublease proposal, that it was his impression that the law firm intended to vacate the premises at the end of the month. If this were so, the letter continued, the landlord would exercise its right under Section 9.01, supra, to release the tenant from its lease. Huffman responded in a letter dated the next day, saying: “[I]t appears that we do have some problems since in the absence of a reply to our June 11 letter to you within the 30 day period provided in [Section 9.01 of] our lease, we offered the space on the market and have a number of expressions of interest.” Huffman suggested in his letter that the two men meet to resolve this problem.

At trial, the manager testified that at some unspecified time before writing his letter he talked with the law partners, and reminded them that the landlord had a policy against any subleasing as a result of an understanding among the four unions which had formed the corporation that owned the building. He said that Huffman was aware of this policy, as he had mentioned it on prior conversations with regard to requests for additional office space. He also told the jury that this policy was so firm, that a sublease even to a branch of the Treasury or to Riggs Bank would not have been consented to.

On July 25, two or three days later, such a meeting did occur with the building manager, who was accompanied by Donald Ce-faratti, the landlord’s lawyer. No specific resolution was reached. Although the policy against subleasing was discussed, Huffman testified that he gained the impression that this policy was not inflexible and therefore in a letter to George, dated July 30, 1980, he wrote to confirm his understanding, stating that as he had indicated in the meeting “in the near future ... [Webster & Sheffield] will be requesting approval for an acceptable subtenant for the balance of ... [the lease] term.”

The law firm moved out of the building sometime in late July or early August 1980, but was warned by a letter dated August 5, from Cefaratti that such action constituted a default under the terms of the lease. According to Huffman, however, a check for the rent was sent to the landlord, who refused to accept it.2 Subsequently, the tenant deposited the monthly checks, as rent fell due, into an escrow account.

The representatives of the parties did not meet face-to-face again, but the matter of subleasing the vacated space was pursued by the firm through real estate brokers and in telephone conversations between Cefar-atti and another partner in the tenant firm, Murray Drabkin. The latter sent a note, dated September 25, 1980, addressed to George (with a copy to Cefaratti), stating that A.H. Hansen, Inc., had signed a sublease, conditioned on the landlord’s written consent to the subleasor on or before October 1, 1980. Drabkin ended the note by requesting that George contact him in the [276] event there was any problem in obtaining the timely consent of the landlord.3

No response, oral or written, was received by the law firm until after mid-October. In a letter dated October 17, Cefaratti notified Drabkin that his client would not consent to the subletting requested “for the reasons expressed in the previous telephone conferences.” Just prior to the receipt of this communication, the law firm, in a letter dated October 15, had informed the Hansen Company that it had been unable to obtain the requisite consent to the sublease and, hence, was returning the advance deposit.

The Cefaratti letter was admitted at trial over appellant’s objection. When asked what “reasons” the writer referred to as the grounds for refusing consent to the subleasee, Huffman testified that the objections expressed in the telephone conferences were that (1) the tenant had defaulted on its lease obligations, and (2) had been orally informed prior to the expiration of the 30 day period.

Central to this appeal are the instructions given by the trial court to the jury on Section 9.01 of the lease, quoted supra. Under the authority of Super.Ct.Civ.R. 49, the court directed the jury to answer the following interrogatories:

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United Unions, Inc. v. Webster & Sheffield, 521 A.2d 273, 1987 D.C. App. LEXIS 289 (D.C. 1987).

521 A.2d 273 (United Unions, Inc. v. Webster & Sheffield) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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