Churchill Forge, Inc. v. Brown

Justice HANKINSON

filed a dissenting opinion,

in which Chief Justice PHILLIPS, Justice BAKER, and Justice O’NEILL joined.

Because I disagree with the Court’s interpretation of Property Code § 92.006, I cannot join the Court’s opinion or judgment in this case, and would affirm the court of appeals’ judgment that Churchill Forge take nothing from JoAnn Brown. Contrary to the Court’s view, the Legislature has in fact clearly limited the circumstances under which landlords and tenants may contract for tenants to be responsible for conditions affecting habitability. As I explain below, the Court’s interpretation of section 92.006 defies the plain language and purpose of the Legislature’s comprehensive and carefully crafted scheme governing residential tenancies.

The Court conflates section 92.006(c), which does not apply in this case, with section 92.006(e), which does, by reading the application of subsection (e) to be dependent on the application of subsection (c). But these subsections, like the other subsections of 92.006, are independent provisions, each of which addresses different circumstances and procedures for when the parties to a residential lease can agree to waive or expand their respective duties and remedies. Looking to subsection (c) instead of subsection (e) drives the Court to misconceive the issue presented. The issue presented is not whether, under section 92.006(c), JoAnn Brown agreed to waive any duty Churchill Forge has to repair the apartment building, but whether under section 92.006(e), Churchill Forge and JoAnn Brown created a valid agreement for her to “repair or remedy, at [her] expense” the condition at issue. Tex. PROP. Code § 92.006(e). In other words, the issue is not whether Brown waived Churchill Forge’s duty to repair (I agree with the Court that Churchill Forge did not have a duty to repair Jeff Brown’s unit if he caused the fire), but whether Churchill Forge has a contractual right to reimbursement from Brown. The fact that subsection (c) does not apply because Churchill Forge did not have a duty to repair under section 92.052(b), does not mean that the lease did not have to meet the section 92.006(e) requirements for Brown to be responsible to repair or remedy the damage. And because the lease does not meet the section 92.006(e) requirements, Churchill Forge may not rely on the lease as a basis to recover reimbursement from JoAnn Brown. Accordingly, I respectfully dissent.

Nothing in the language or structure of section 92.006 supports the Court’s view that this lease does not have to meet the *375requirements of section 92.006(e). It is true that subsection (c) appears before subsection (e), but I do not believe we can infer from that fact that subsection (e) applies only if subsection (c) applies first— neither (c) nor (e) contains such conditional language. In section 92.006, the Legislature has specified different circumstances and procedures for when the parties to a residential lease can agree to waive or expand their respective duties and remedies. See Tex. Prop.Code § 92.006. Each of the six sections lists different duties, remedies, or conditions, and then directs how those aspects of the landlord-tenant relationship may be shifted between the parties, by waiver or expansion through certain kinds of agreements. Id. Careful review of each subsection demonstrates that the subsections operate independently of each other.

Under section 92.006(a), for example, a landlord’s duty concerning security deposits may not be waived. Tex. PROp.Code § 92.006(a). A landlord’s duty to install a smoke detector also may not be waived, but the landlord’s duty to inspect and repair a smoke detector “may be waived only by written agreement.” Id. The items listed under subsection (b), including a landlord’s duties and a tenant’s remedies concerning security devices, among other things, “may be enlarged only by specific written agreement.” Id. § 92.006(b).

Subsection (c) states: “A landlord’s duties and the tenant’s remedies under Subchapter B, which covers conditions materially affecting the physical health or safety of the ordinary tenant, may not be waived except as provided in Subsections (d), (e), and (f) of this section.” Id. § 92.006(c). As in subsections (a) and (b), the Legislature has identified in subsection (c) a particular aspect of the landlord-tenant relationship; that is, duties and remedies concerning subchapter B conditions, and then specified that to waive those duties or remedies, the waiver must meet the requirements set out in subsections (d), (e), and (f). Any waiver must meet those requirements so that the purpose behind subsections (d), (e), and (f), limiting transfer of responsibility for sub-chapter B conditions, is not defeated.

Subsection (d) simply states that the parties may agree for “the tenant to repair or remedy, at the landlord’s expense, any condition covered by Subchapter (B).” Id. § 92.006(d). But if the parties want to agree for “the tenant to repair or remedy, at the tenant’s expense, any condition covered by Subchapter B,” then the lease must meet the subsection (e) requirements. Id. § 92.006(e). Thus, in section 92.006(e) the Legislature has explicitly addressed when landlords and tenants may agree for the tenant to be responsible for subchapter B conditions.

The Court does not cite any place in chapter 92 where the Legislature has imposed a duty on tenants to pay for sub-chapter B conditions, or any place where the Legislature has provided landlords the remedy of reimbursement from tenants for subchapter B conditions. The lease clause at issue thus expands the duties and remedies of the parties, and therefore is subject to section 92.006, which is entitled, “Waiver or Expansion of Duties and Remedies.” To avoid the statute’s specific requirements, the Court labels section 92.006(e) “permissive,” 61 S.W.3d at 372, but that is incorrect. The Legislature has determined that landlords who own more than one rental dwelling may not shift to their tenants responsibility for subchapter B conditions. See Tex. PROp.Code § 92.006(e)(1). If the parties were completely free to contract, section 92.006(e)’s requirements would be superfluous. Under the statute’s plain language, then, the only issue the Court must determine is if *376the condition here, a fire damaging the entire complex, is a condition covered by subchapter B. If so, then the lease provision requiring that the tenant pay to repair the condition must comply with section 92.006(e).

The Court reads “any condition covered by Subchapter B” in section 92.006(e) to mean only a condition the landlord has a duty to repair or remedy under section 92.052. 61 S.W.3d at 370. Yet the Court points to no language in the statute imposing this limitation, and such a limitation is inconsistent with the language of section 92.006(e). Conditions and a landlord’s duties to repair those conditions are two distinct things — a condition exists even if the landlord does not have a duty to repair it for an individual tenant. And simply because the landlord does not have a duty under section 92.052(b) to repair a condition caused by the tenant, does not mean that the condition is not a condition covered by Subchapter B.

Subchapter B covers conditions that “materially [affect] the physical health or safety of the ordinary tenant.” Tex. Prop. Code § 92.056(b)(2). As we explained in Timberwalk Apartments, Partners, Inc. v. Cain, 972 S.W.2d 749, 755 (Tex.1998), the Legislature enacted the statute that is now subchapter B to incorporate the implied warranty of habitability that we recognized in Kamarath v. Bennett, 568 S.W.2d 658 (Tex.1978). Subchapter B sets out specific minimum standards of habitability, procedures- for enforcing those standards, and remedies for a landlord’s failure to meet those standards. See generally Tex. PROP. Code §§ 92.051-061. Thus, subchapter B is concerned with the habitability of a particular premises, and it contains both a procedural and a substantive component. See Moreno v. Brittany Square Assocs., 899 S.W.2d 261, 263 (Tex.App.—Houston [14th Dist.] 1995, writ denied). In addition, subchapter B includes section 92.054, entitled “Casualty Loss,” which explicitly addresses “a condition [resulting] from an insured casualty loss, such as fire,” thereby indicating that fires are conditions covered by subchapter B. See Tex. Prop.Code § 92.054. Moreover, when a fire destroys an entire complex, it obviously affects physical health and safety.

It is undisputed that Churchill Forge has not met the requirements of section 92.006(e). The Legislature has determined that landlords who own more than one rental dwelling may not contractually shift to their tenants the expense of repairs for conditions covered by subchapter B. Tex. Prop.Code § 92.006(e)(1). Churchill Forge owned eighteen units in the apartment building, and so it cannot contractually shift to any tenant the duty to repair a condition covered by subchapter B. Even if Churchill Forge had owned only one dwelling, thereby making section 92.006(e) available to Churchill Forge, the lease in this case did not meet the section 92.006(e)(4) requirement that the agreement for repairs be underlined, printed in boldface, or in a separate addendum, and be specific and clear. Id. § 92.006(e)(4).

Section 92.006(f), on the other hand, does permit landlords who own more than one rental dwelling to shift to the tenant the duty to remedy three listed conditions, subject to the same specificity and conspi-cuity requirements of section 92.006(e)(4). Id. § 92.006(f). Those conditions are: (1) damage from wastewater stoppages caused by foreign or improper objects in lines that serve only the tenant’s dwelling; (2) damage to doors, windows, or screens; and (3) damage from windows or doors left open. Id.

Part of the reimbursement clause in the form lease here was underlined and tracked the language of section 92.006(f). However, the sentence immediately pre*377ceding that specific and conspicuous language, the sentence Churchill Forge relies on to establish JoAnn Brown’s liability for the casualty loss, is not underlined and states only that “[y]ou must promptly reimburse us for loss, damage, or cost of repairs or service caused anywhere in the apartment community by your or any guest’s or occupant’s improper use or negligence.” This sentence does not clearly and specifically inform the tenant of potential liability for loss of an entire building— especially when followed by the underlined sentence specifically listing relatively minor conditions (e.g., damage to doors or screens) that the tenant must pay for. Casualty loss is likely to be of a far greater magnitude than the specific conditions made conspicuous by underlining.

The Court repeatedly asserts that freedom to contract would be curtailed by my reading of chapter 92, and that JoAnn Brown and other tenants are free to negotiate the details of the form lease at issue. Both assertions are wrong. First, it is the Legislature that has clearly limited the ability of landlords who own more than one rental dwelling to shift to their tenants responsibility for subchapter B conditions. The parties do remain free to strike any bargain that is “consistent with the purposes of [subchapter B],” Tex. PROp.Code § 92.061, but an agreement to shift to a tenant the risk of casualty loss absent compliance with section 92.006(e) is inconsistent with those purposes. I would think that, at a minimum, such an agreement would also have to meet the section 92.006(e)(4) conspicuity standard for requiring a tenant to pay for a broken window or hole in a screen. Second, there is no evidence that this form lease was the product of negotiation between the parties or that JoAnn Brown knew she was agreeing to in effect be an insurer of casualty loss for the apartment complex.

Finally, Churchill Forge is not without a remedy; it can sue the negligent party for damages. See Tex. PROp.Code § 92.061 (“[T]his subchapter does not affect ... any right a landlord or tenant may have to bring an action for ... property damage under the law of this state.”). Or it can collect its property-insurance proceeds and the insurer can file a subrogation action against the allegedly negligent party. Indeed, that is exactly what happened in this case — Churchill Forge has collected its insurance proceeds and its insurer has a subrogation claim for damages against Jeff Brown for his alleged negligence. By focusing on the fact that Churchill Forge does not have a duty to repair because of Jeffs negligence, the Court loses sight of the fact that JoAnn Brown was not negligent in this case, and that Churchill Forge is suing her not for negligence but for breach of contract. As I have explained above, the Legislature has enacted specific requirements that such a contract must meet.

In chapter 92 the Legislature set out a comprehensive scheme governing residential tenancies, including a balanced and workable system for landlords and tenants to resolve disputes about habitability. In section 92.006 the Legislature created detailed provisions governing when landlords and tenants may agree to waive or expand their respective duties and remedies in that system. By validating the lease in this case, the Court defeats the Legislature’s plain language and policy decision in section 92.006(e)(1) that landlords who own more than one dwelling may not shift to their tenants responsibility for conditions affecting habitability. For these reasons, I respectfully dissent.