Bridger Del Sol, Inc. v. VincentView, LLC
2017 MT 293
| Mont. | 2017Background
- VincentView leased commercial space to Bridger del Sol, Inc. (BDS) for a restaurant (Taco del Sol); lease term included a requirement that the restaurant be open at least five days per week and a covenant of quiet enjoyment.
- BDS invested in substantial, permanent renovations to the building and restaurant in expectation of the multi‑year lease.
- After opening, upstairs residential tenants complained of music noise and cooking odors; BDS reduced music volume, limited music to business hours, kept felt on chair legs, and purchased equipment to reroute ventilation.
- VincentView unilaterally adopted “reasonable rules” prohibiting music and requiring BDS to install a new ventilation system; it then issued a Notice of Default threatening lease cancellation and retaking possession if BDS did not comply.
- BDS filed suit seeking a declaration it had not breached; it later gave notice it would terminate the lease and vacated. The district court found VincentView anticipatorily breached, found BDS did not breach, awarded BDS damages and attorney fees; VincentView appealed.
Issues
| Issue | Plaintiff's Argument (BDS) | Defendant's Argument (VincentView) | Held |
|---|---|---|---|
| Whether VincentView anticipatorily breached the lease | VincentView’s added rules and Notice of Default repudiated the lease and violated the covenant of good faith and quiet enjoyment | The rules were reasonable to abate nuisance; no anticipatory breach | Court: VincentView anticipatorily breached by demanding performance of additional terms and threatening early retaking of premises |
| Whether BDS breached the lease by disturbing upstairs tenants | BDS took reasonable steps to mitigate noise/odor and was prevented from completing ventilation change by VincentView | BDS violated lease terms by creating nuisance (music, odors, chair noise) | Court: BDS did not breach; failures attributable to VincentView’s actions |
Key Cases Cited
- Eschenbacher v. Anderson, 306 Mont. 321 (Mont. 2001) (standard for reviewing factual findings and breach determinations)
- Story v. Bozeman, 242 Mont. 436 (Mont. 1990) (recognizing implied covenant of good faith and fair dealing in every contract)
- Arrowhead Sch. Dist. No. 75 v. Klyap, 318 Mont. 103 (Mont. 2003) (overruling on other grounds noted; cited regarding contractual covenants)
- Sewell v. Hukill, 138 Mont. 242 (Mont. 1960) (quiet enjoyment breach can justify tenant abandonment)
- Chamberlin v. Puckett Constr., 277 Mont. 198 (Mont. 1996) (definition and examples of anticipatory breach)