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NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
222 SOUTH MANOA, LLC : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
:
v. :
:
:
GEORGE J. LAVIN III, ESQUIRE AND :
GEORGE J. LAVIN & ASSOCIATES, :
PLLC : No. 3123 EDA 2019
:
Appellant :
Appeal from the Order Entered September 27, 2019
In the Court of Common Pleas of Delaware County
Civil Division at No(s): No. 2017-005707
BEFORE: PANELLA, P.J., McLAUGHLIN, J., and McCAFFERY, J.
MEMORANDUM BY PANELLA, P.J.: FILED NOVEMBER 3, 2020
George J. Lavin III, Esquire, and George J. Lavin & Associates, PLLC,
(collectively, “Tenants”) appeal from the judgment entered by the Court of
Common Pleas of Delaware County following a bench trial and subsequent
verdict rendered in favor of 222 South Manoa, LLC, (“Landlord”). The seminal
issue in this case is the term of lease that was created by implication after the
expiration of a written commercial lease between Tenants and Landlord.
Throughout the proceedings, Tenants adamantly asserted that because there
was some level of negotiation prior to the commercial lease’s expiration, a
month-to-month lease had been created. However, the trial court found that
Tenants failed to establish the saliency and dates of these negotiations and
further found that Tenants failed to provide requisite notice of their intention
to vacate the leased property. Consequently, the court required Tenants to
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pay the remaining balance on a full year of rent, beginning on the date of the
lease’s expiration. After our thorough review of the record, we conclude that
the trial court did not abuse its discretion or commit an error of law in finding
that the lease renewed for a full year term when Tenants failed to provide
adequate notice of their intent to vacate the premises. Accordingly, we affirm.
Tenants leased commercial space from Landlord. The relationship was
defined in a lease agreement, which provided for a one-year term. In that
agreement, there was a clause explaining that if Tenants or Landlord did not
provide written notice to the other party that it did not intend to renew the
lease three months prior to the lease’s expiration, the lease would
automatically renew under the lease’s original terms for an additional one-
year term. After the first year of the lease passed and no notice was provided
by either party, the lease renewed in accordance with that condition. The
expiration date of the new one-year lease term became June 30, 2016.
Tenants remained on the premises beyond June 30, 2016, and did not
provide any notice of an intent to terminate the lease prior to that date.
However, on September 26, 2016, Tenants notified Landlord that it intended
to vacate on October 31, 2016.
Relying on the ninety-day notice requirement, Landlord filed suit under
the belief that it was entitled to a full year of rental payments. Tenants filed a
response to Landlord’s complaint, which included new matter and
counterclaims asserting, among other things, that there had been an explicit
rejection of the old lease agreement and ongoing negotiations for a new
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contract. The new matter and counterclaims asserted, in relevant part, that
the parties were engaged in intensive renewal negotiations in March 2016.
Tenants claimed that these negotiations constituted a denial of the lease
agreement’s renewal, as written, because Tenants sought more on-site space.
Landlord failed to respond to Tenants’ pleading, and as a result, the substance
of Tenants’ averments were deemed admitted under Pa.R.C.P. 1029(b).
At trial, the court found that by utilizing a totality of the circumstances
approach, Tenants failed to demonstrate: 1) that it was clearly repudiating
the lease as it had been written; and 2) that both parties were engaged in
meaningful negotiations to alter the lease at the end of its term. Accordingly,
the terms and conditions of the written lease agreement governed the parties,
and because Tenants failed to provide proper notice, the agreement renewed
for another full year.
On appeal, Tenants raise six issues for our review:
1) Did the trial court err when it failed to accept factual averments
in [Tenants'] new matter and counterclaims when Landlord failed
to respond to those assertions?
2) Did the trial court improperly permit testimony on behalf of
Landlord that contradicted its admissions due to its failure to
respond to Tenants?
3) Did the trial court abuse its discretion or err as a matter of law
when it based its decision on evidence and testimony that
conflicted with Landlord’s admissions?
4) Did the trial court improperly discredit [Tenants’] testimony?
5) Did the trial court improperly analyze and apply Clairton Corp.
v. Geo-Con, Inc., 635 A.2d 1058 (Pa. Super. 1993), to the facts
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at issue here?
6) Did the trial court improperly read and/or interpret the lease
agreement?
See Appellant’s Brief, at 4-5.
When reviewing non-jury trials, we determine whether the findings of
facts by the trial court are supported by the record and whether the trial court
erred in applying the law. See Century Indem. Co. v. OneBeacon Ins. Co.,
173 A.3d 784, 802 (Pa. Super. 2017). We must consider the evidence in the
light most favorable to the verdict winner and will reverse the trial court only
where the findings are not supported by the evidence of record or are based
on an error of law. See id.
In construing a written lease agreement, “the law declares the writing
to be not only the best, but the only, evidence of their agreement.” Yocca v.
Pittsburgh Steelers Sports, Inc., 854 A.2d 425, 436 (Pa. 2004) (citation
omitted). Here, the relevant portion of the lease agreement provided that the
term of the lease would be for one year ending on June 30, 2015. It then
provided that if neither party provided three months’ written notice, “this
Lease will automatically renew under the same terms and conditions for an
additional one (1) year term.”
The primary thrust of all six of Tenants’ arguments is that the trial court
erred in failing to give proper weight to the judicially admitted averments
contained in Tenants’ new matter and counterclaims and, as a result, erred in
failing to find that the lease became month-to-month after June 30, 2016.
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Instead, Tenants complain, the court not only permitted Landlord to testify
and controvert the admissions, but also found Tenants’ testimony to not be
credible.
Landlord’s failure to file a pleading denying the averments in Tenants’
new matter and counterclaim meant that Tenants’ averments were considered
admitted by Landlord. See Pa.R.C.P. 1029(b). “Judicial admissions … are
formal pleadings … by a party or his counsel which have the effect of
withdrawing a fact from issue and dispensing wholly with the need for proof
of the fact.” Durkin v. Equine Clinics, Inc., 546 A.2d 665, 670 (Pa. Super.
1988) (citation omitted). A judicial admission cannot be contradicted by the
party that made it. See Jewelcor Jewelers and Distributors, Inc. v. Corr,
542 A.2d 72, 75 (Pa. Super. 1988).
Here, it is clear that the trial court treated the averments in Tenants’
new matter and counterclaim as judicially admitted. See Trial Court Opinion,
2/7/2020, at 1 n.1; 6 n.2. Despite this, Tenants argue “[t]he trial court
mistakenly allowed [Landlord’s] representative, Brian Quinn, to erroneously
testify contrary to those [judicially admitted] facts.” Appellant’s Brief, at 31.
While there may be some merit to Tenants’ claims regarding the content of
Quinn’s testimony, we conclude the trial court, sitting as fact-finder, did not
err or commit an abuse of discretion in its handling of the judicial admissions.
There are differences between trial by jury and trial by judge. One of
these differences is that judges are presumed to be able to disregard
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irrelevant or prejudicial testimony. See Commonwealth v. Green, 347 A.2d
682, 683 (Pa. 1975) (rejecting contention that “mere exposure to prejudicial
evidence is enough to nullify a judge’s verdict in a case”). Accordingly, unless
Tenants can establish that the trial court relied on the parts of Quinn’s
testimony that are contradicted by the judicial admissions, they are due no
relief.
In essence, Tenants claim the judicial admissions foreclosed any
possibility that the trial court could find in favor of Landlord. Tenants rely
heavily on Clairton Corp. v. Geo-Con, Inc., 635 A.2d 1058 (Pa. Super.
1993), to argue that since Landlord had legally admitted that the parties were
negotiating a change in lease terms in March 2016, the lease agreement’s
renewal clause no longer controlled the outcome.
We find that there are significant distinctions between Clairton and the
circumstances here. For instance, there is no indication in the text of Clairton
that the lease in that case had a renewal clause, nor did it have a “hold-over”
provision governing what would happen at the end of the lease’s term. See
id., at 1059.
Tenants argue the renewal clause here did not clearly establish that it
applied beyond the first renewal. However, the trial court concluded that the
language was clear and that it established the terms for every subsequent
year.
Upon reviewing the language of the renewal clause, we agree with the
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trial court. The renewal clause does not contain any restrictive language. The
natural and logical reading of the clause does not limit it to only the first year.
Further, as the trial court notes, both parties are experienced practitioners of
law and therefore should be expected to understand the import of the
language used by the renewal clause.
To escape the operation of the clear language of the renewal clause,
Tenants argue that, pursuant to Clairton, the existence of negotiations
between the parties prior to the renewal of the lease negates the application
of the clause. Like the trial court, we disagree. Clairton dealt with a lapsed
express contract, which then led to the Court’s discussion on the applicability
of a common-law solution. See id.
Finally, Tenants argue that the trial court erroneously utilized
extraneous evidence to define or contradict the plain language of the lease’s
terms. See Appellant’s Brief, at 50. In short, Tenants aver: 1) the lease’s
language indicates that the contract is subject to only one renewal period and
after that, it would terminate; 2) Landlord’s admissions and testimony indicate
that the lease was or would be month-to-month; and 3) in accordance with
Clairton, the negotiations meant that the lease would automatically be
converted to month-to-month after its term ended. See Appellant’s Brief, at
53.
As noted previously, the trial court disagreed with Tenants’ construction
of the express terms of the renewal clause. Further, we conclude that Clairton
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does not apply under these circumstances. There is no need to search for a
common-law answer; the lease agreement itself provides the renewal term in
the absence of a timely written objection to renewal.
As none of Tenants’ arguments on appeal merit relief, we affirm the
judgment.
Judgment affirmed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 11/03/2020
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