Central Transportation, Inc. v. Board of Assessment Appeals

Concurring and Dissenting Opinion by

President Judge Bowman :

I concur in the majority opinion affirming the order of the lower court with respect to the tax assessment appeal. I respectfully dissent from the majority opinion in affirming the lower court’s equity decree reforming the written lease agreement to include a parking area adjacent to the leased premises as being a part of the leased premises on the theory of mutual mistake of fact. In my opinion, the evidence of a mutual mistake of fact falls short of the “very clear proof,” Ridgway’s Account, 206 Pa. 587, 56 A. 25 (1903), or the “clear, precise and convincing evidence,” Scott v. Bryn Mawr Arms, 454 Pa. 304, 312 A.2d 592 (1973), required to support the reformation *60of a written instrument complete on its face, and particularly so, when, as here, the one seeking to reform the lease agreement was the scrivener of the originally executed lease agreement of November 12, 1974, and the revised lease agreement of March 6, 1975. Neither agreement mentioned or in any way alluded to the parking lot. To the contrary, the demised premises are particularly described and the rental consideration set forth is a monthly sum calculated on the term of the lease at a square foot rate multiplied by the square footage of the floor area described as the leased premises.

Contrary to the majority, I can find no mutuality of mistake of fact from the minutes of lessee county commissioners’ meetings with representatives of the lessor in which the subject of the use of the adjacent parking lot was discussed but clearly not in the context of being within or a part of the leased premises. It is equally clear that these minutes disclose no mutuality as to the right of lessee to use this parking lot without cost or at a determined cost or, for that matter, a mutuality as to the right of lessee to use the parking lot at a consideration to be thereafter determined. Testimony of several county commissioners as to what they individually understood to be the “agreement” as to the use by the lessee county of the parking lot discloses only a want of mutuality as among the commissioners themselves. In short, the evidence adduced to support mutuality of mistake of fact is not only far short of the proof required, but convinces me that no understanding whatsoever existed with respect to the parking lot.

The lower court reformed the lease agreement to “include in said lease all of Central’s land adjacent to the premises leased to the County at a fair monthly rental to be agreed upon by the parties or if agreement is not possible, then . . . after hearing ...” whereup*61on the lower court will apparently fix a fair monthly rental.

As the lessee county does not lease the entire building in question which is also tenanted by another tenant, such a conclusion is untenable and is without any supporting evidence in the record even if one assumes that there is clear, precise and convincing evidence of record that there was a mutual mistake of fact in not including in the written lease an understanding that lessee truly would have some use of the parking lot for a consideration to be agreed upon in the future.

I would reverse the lower court and dismiss the complaint in equity as to this issue.

Judges Mencer and MacPhail join in this concurring and dissenting opinion.