Brown v. RepublicBank First National Midland

PHILLIPS, Chief Justice,

dissenting.

I respectfully dissent. I am willing to concede that the termination agreement and sublease are unambiguous, compatible documents, although their compatibility is *207not without question. Further, I am willing to read the documents together. Even so, I do not believe that Brown had any right to terminate his lease with the bank beyond the right provided to him in the termination agreement.

In the termination agreement, executed March 31, 1982, the bank agreed to lease Brown office space in the Paragon Building for eighteen months rent free. Paragraph 5 of this agreement granted Brown an option to extend his lease for six months and terminate it with 30 days written notice. Paragraph 5 provides as follows:

Brown shall additionally have the right and option to be exercised at any time prior to the end of the 18-month rent-free period, to extend his lease in the Paragon Building space (including parking spaces) above described, for an additional period of six months at a monthly rental equal to the actual cost paid by the Bank for 7,012 square feet in said building with Brown having the right to terminate such lease at any time upon thirty days’ written notice to the Bank.

Before Brown actually moved in to the Paragon Building, the parties executed a sublease, dated May 30, 1982, in which the bank assigned a part of its lease of the Paragon Building to Brown. The bank’s lease of the Paragon Building was for a term of five years, ending on February 21, 1987. Brown’s sublease commenced on June 4, 1982. Paragraph 2 of the sublease recited the extent of Brown’s assumption of the bank’s lease:

2. Assignee (Brown) desires to sublease 7,012 square feet of the Assignor’s (Bank’s) space located on the fifth floor of said building ... and to assume all rights, liabilities and duties of assignor in the leased space except for the payment of rent for the first eighteen month period of the sublease beginning June 4,1982. (Emphasis in original.)

There was no termination clause in either the base lease or the sublease.

It seems readily apparent to me that further negotiations after the execution of the termination agreement resulted in a new agreement regarding the length of time Brown could occupy the Paragon Building at the bank’s cost. Instead of a six month option to extend the initial rent free period, Brown assumed a part of the bank’s leasehold, at the bank’s cost, for the duration of the bank’s base lease. Under the new agreement, however, there was no mention of either the option to extend or the right to terminate contained in Paragraph 5 of the termination agreement.

In its findings of fact, the trial court found as follows:

Prior to entering into the agreement dated May 30, 1982, the Defendant had counsel of his own selection review the terms of the Agreement and changes suggested by Defendant’s counsel were incorporated into the agreement. Defendant was in an equal position with the First National Bank of Midland to negotiate the terms of the sublease agreement.
The Agreement dated May 30, 1982 granted additional rights to the Defendant to occupy and use the Paragon premises beyond the term provided for in the March 31, 1982 agreement and did not grant to the Defendant the right to terminate the sublease upon 30-days written notice as contended by the Defendant. The agreements entered into by the parties are separate and distinct agreements which are not ambiguous and are not in conflict with one another.

These findings are consistent with the plain language of the two agreements.

I therefore agree with the lower courts that Brown’s right to terminate the lease expired at the end of the twenty-four month term ágreed to by the bank in the termination agreement. Whether or not the termination agreement and sublease are read together, I see no justification for extending termination rights beyond that period agreed to by the parties. As the court of appeals observed, reading contracts together does not justify bodily taking a paragraph from one contract and transplanting it into another.

Although I disagree with this court’s construction of the two contracts, I do agree with Brown’s alternative argument *208that as a matter of public policy this court should create an implied condition obligating a landlord to make reasonable efforts to mitigate its damages following a tenant’s default. The authorities cited in Justice Kilgarlin’s concurring opinion support such a change in our common law.

Because this duty to mitigate represents a change in the law, the Bank had no reason at trial to rebut Brown’s evidence regarding mitigation. I would therefore reverse the judgment of the court of appeals and, in the interest of justice, remand the cause to the trial court for new trial. Morrow v. Shotwell, 477 S.W.2d 538, 541-42 (Tex.1972); Tex.R.App.P. 180; Calvert, “... In the Interest of Justice”, 4 St. Mary’s L.J. 291, 299-300 (1972).