Warwick Corp. v. Hartel

516 So. 2d 1340, 1987 La. App. LEXIS 10887, 1987 WL 2823
Louisiana Court of Appeal·Decided December 15, 1987·No. No. CA-7348·Published·Cited by 2 cases

Opinion

WILLIAMS, Judge.

This is an appeal by plaintiff, The Warwick Corporation [“Warwick”], from a decision of the trial court, interpreting a lease agreement its predecessor had entered into with defendant Stephen C. Hartel. Remaining defendants are members of the Hartel family. [Defendants will be referred to collectively as “Hartel” for purposes of clarity and convenience]. Hartel has answered the appeal, also asserting that the trial court misinterpreted the lease agreement.

In 1951, Hartel and Winchester Apartments, Inc. entered into a 99 year lease of property upon which the Warwick Hotel is located. Plaintiff is the current lessee. At the time of the lease, however, the hotel had not yet been constructed. Pursuant to financing (to be used for construction), the lessee’s rent was fixed for the first 34 years of the lease period. After that time, the lease agreement provided for an increase in rent based upon 6% of the appraised value of the land. The sections of the lease setting forth the method of fixing the new rent and the time periods in which it was to take effect were in dispute. Plaintiff filed for a declaratory judgment in 1985. After trial, the lower court rendered judgment. It is this judgment that the parties request we review.

The pertinent parts of the lease are:

SIXTH: During the term of this lease, Lessee shall pay to Lessor, ... annual net rents for the leased premises in accordance with the following schedule, ... to-wit:
“(a) The rental for the first year of this lease beginning January 16, 1951 and ending January 15, 1952 shall be Eight Thousand Pour Hundred and no/100 ($8,400.00) Dollars;
(b) The rental for each of the thirty-four (34) years beginning January 16, 1952, and ending January 15, 1986, shall be Eleven Thousand Two Hundred Fifty and no/100 ($11,250.00) Dollars;
(c) The rental for each of the thirty-two (32) years beginning January 16, 1986 and ending January 15, 2018 shall be determined by appraisers to be chosen as hereinafter provided.
(d) The rental for each of the final thirty-two (32) years beginning January 16, 2018 and ending January 15, 2050 shall be determined by appraisers to be chosen as hereinafter provided.
(e) The rental fixed for the first thirty-five (35) years shall be constant and may not be altered or changed.
(f) The rental for the balance of the lease shall be a minimum rental. For the purpose of determining the rental for the said balance of sixty-four years, the lease shall be divided into five (5) periods of ten (10) years each beginning on the first day of the thirty-fifth year of said lease and one final period which shall be for fourteen years. The rental for each period shall be determined by appraisers as hereinafter provided.
SEVENTH: The appraisers shall fix the annual net rents, subject to the conditions of paragraph numbered Ninth, for each additional period referred to in paragraphs (c) and (d) of Section Sixth herein-above on the basis of six (6%) per cent net revenue on the value of the land with due regard to the probable enchancement in value of said land during the entire period, provided, however, that the said annual rent for the said period in Section (c) above so fixed by said appraisers shall in no event be less than Fifteen Thousand and no/100 ($15,000.00) Dollars per annum and that the said annual rental for the said period in Section (d) above so fixed by said appraisers shall in no event be less than Twenty Thousand and no/100 ($20,000.00) Dollars per an-num. ...
[1342] EIGHTH: Subject to the conditions of paragraph numbered Ninth, should the Lessor fail, refuse or neglect to select appraisers as hereinabove set out, than this lease shall continue at the minimum rates as herein stipulated for periods of ten years each, any one failure to so select shall not preclude the rights of Lessor to again elect at the beginning of the next ten year period of the lease.”

The trial court ordered that the rents should be fixed for 10 year terms. Plaintiff argues that the lease provides for fixed terms of 32 years, not ten. At first blush, the lease does appear to be somewhat contradictory in that it refers to both 32 and 10 year periods. A common sense approach considering all of the provisions clearly leads us to the conclusion that the remainder of the lease is to be divided into ten year periods. La.Civ.C. art. 2050. The lease calls for appraisals every ten years for the purpose of determining rental: “Section 6(f):

The rental for the balance of the lease shall be a minimum rental. For the purpose of determining the rental for the said balance of sixty-four (64) years, the lease shall be divided into five (5) periods of ten (10) years each beginning the first day of the thirty-fifth year of said lease and one final period which shall be determined by appraisers as hereinafter provided.”

The 32 year periods are used to set forth a minimum rent, as seen in Section 7 of the lease, supra.

Furthermore, as noted by defendant in brief to this court, Section 8 of the lease provides further support for the ten year period. If an appraisal does not take place according to the provisions of the lease, then the rent of the previous ten years continues in force to the beginning of the next ten year period.

There has been some discussion among the parties as to the method of interpretation of the lease agreement. Specifically, both parties argue that any ambiguities in the agreement should be construed against the opposing party. See La.Civ.C. art. 2056 and Comment (b) thereto. We find, however, no need to resort to this method of interpretation. The provision discussed above and the others discussed herein are clear and “lead to no absurd circumstances.” There is, therefore, no reason for us to inquire beyond the language of the lease agreement itself. La.Civ. art. 2046. We note that although the current code articles governing interpretation of contracts were enacted in 1984, those articles cited do not change previous law.

The method of appraisal of the property for the purposes of determining future rent is also contested by the parties. Based upon the following section, the trial court held that the appraisers were not to consider any “negative factors” in determining the value of the land:

“SEVENTH: The appraisers shall fix the annual net rents ... on the basis of six (6%) per cent net revenue on the value of the land with due regard to the probable enhancement in value of said land ...”

We agree with plaintiff that this provision does not preclude an appraisal from considering all of the factors affecting the property, whether positive or negative. To arrive at a value without consideration of all factors is impossible. To this end, defendant complains of the following portion of the trial court’s judgment in setting forth what an appraisor may consider:

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Warwick Corp. v. Hartel, 516 So. 2d 1340, 1987 La. App. LEXIS 10887, 1987 WL 2823 (La. Ct. App. 1987).

516 So. 2d 1340 (Warwick Corp. v. Hartel) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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