BL Partners Group v. Interbroad, LLC, BL Partners Group v. Interbroad, LLC No. 465 EDA 2016

Interbroad, LLC (lessee) held a rooftop billboard lease at 231 S. Broad St., Philadelphia, from Jan. 1, 2000 to Apr. 11, 2094 for $1 consideration.
Section 7 of the lease allowed Lessor to terminate upon: (1) "In the event that Lessor’s building is damaged by fire or other casualty and Lessor elects not to restore such building," or (2) "Lessor elects to demolish the building," with 60 days’ notice and payment of 10x net operating income for prior 12 months.
BL Partners (assignee/lessor) sent a demolition-and-termination notice in Apr. 2015 and demanded lessee’s NOI; Interbroad refused and claimed the lease protected its rooftop use through 2094.
Trial court granted BL Partners judgment on the pleadings, concluding Section 7 allowed termination when lessor elects to demolish the building for any reason and that the clause is unambiguous.
Superior Court reversed, holding Section 7 ambiguous as to whether the Demolition Clause is independent of the Casualty/Restoration Clause, and remanded for consideration of extrinsic evidence.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Section 7 permits termination whenever lessor elects to demolish the building (independent demolition clause)	BL Partners: comma+"or" create independent basis to terminate on demolition for any reason	Interbroad: commas set off a nonrestrictive demolition phrase; demolition is conditioned on casualty/avoid restoring	Lease is ambiguous; reasonable interpretations exist on both sides; cannot decide on pleadings
Whether the lease is unambiguous (so extrinsic evidence is barred)	BL Partners: plain grammar and structure render Section 7 clear and enforceable as written	Interbroad: grammatical cues and parallel structure show limitation; alternatively, clause is ambiguous	Court: ambiguous; must permit extrinsic evidence and factual inquiry rather than judgment on the pleadings

Ramalingam v. Keller Williams Realty Grp., Inc., 121 A.3d 1034 (Pa. Super. 2015) (contract interpretation and when extrinsic evidence is permitted)
Cash Am. Net of Nev., LLC v. Com., Dep’t of Banking, 8 A.3d 282 (Pa. 2010) (nonrestrictive phrases set off by commas modify preceding noun)
Chester Water Auth. v. Pa. Pub. Util. Comm’ns, 868 A.2d 384 (Pa. 2005) (use of parallel structure and qualifiers in statutory/contract interpretation)
Clearfield Volunteer Fire Dep’t v. BP Oil, Inc., 602 A.2d 877 (Pa. Super. 1992) (preference against imposing restrictions on landowner rights via contract ambiguity)
Frenchak v. Sunbeam Coal Corp., 495 A.2d 1385 (Pa. Super. 1985) (interpretation of "or" as indicating alternatives)