Gold v. CEDARVIEW MANAGEMENT CORP.
950 N.E.2d 739
Ind. Ct. App.2011Background
- Mixed Greens LLC leased space from Cedarview Management Corp. and the Golds signed a personal guaranty for the lease.
- In 2006 Mixed Greens entered into a construction contract with ERL-4, LLC for improvements to the leased space.
- In 2008 Mixed Greens sued ERL-4 and Cedarview; the matters were mediated.
- On January 22, 2009 the Settlement Agreement resolved all claims arising before that date, including a $25,000 payment by Mixed Greens, an Amended Lease, an Agreed Judgment, and mutual releases after completion of terms.
- After settlement, Mixed Greens allegedly failed to timely pay the December 2008 rent due via ACH; Cedarview sought enforcement, leading to a judgment and a collection process that included auctioning Mixed Greens’ property.
- The trial court entered summary judgment in Cedarview’s favor against Josh Gold (as guarantor) for $48,520.44 plus interest; appellate court affirmed that judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether extrinsic evidence was properly considered | Gold argues extrinsic evidence should not inform Settlement interpretation | Cedarview argues contemporaneous-documents doctrine allows incorporation of related lease terms | No error; extrinsic evidence properly considered because documents relate to same transaction and original lease is incorporated |
| Whether the Settlement Agreement precludes Cedarview’s suit against Gold personally | Gold asserts he is not a guarantor under the Settlement and is not personally liable | Cedarview contends he is within the guarantor scope via the Amended Lease and Settlement | Settlement did not preclude personal liability; Gold held liable as guarantor under contemporaneous documents |
| Whether Mixed Greens breached the Lease by February 17, 2009 | Cedarview breached the lease by retaking the premises | Cedarview could pursue remedies under the Settlement and Lease; re-entry permissible under cumulative remedies | Cedarview’s re-entry was not a breach; remedies were cumulative under the lease and settlement |
Key Cases Cited
- Dugan v. Mittal Steel USA, Inc., 929 N.E.2d 184 (Ind. 2010) (summary judgment standard and contract interpretation principles)
- Harrison v. Thomas, 761 N.E.2d 816 (Ind. 2002) (contract interpretation as pure question of law)
- Salcedo v. Toepp, 696 N.E.2d 426 (Ind.Ct.App.1998) (contemporaneous document doctrine; construing related writings together)
- Ferrell v. Dunescape Beach Club Condos Phase I, Inc., 751 N.E.2d 702 (Ind.Ct.App.2001) (ambiguity and extrinsic evidence in contract interpretation)
- McCae Mgmt. Corp. v. Merchants Nat. Bank and Trust Co. of Indianapolis, 553 N.E.2d 884 (Ind.Ct.App.1990) (contemporaneous contracts; incorporation by reference)
- Fort Wayne Bank Bldg. v. Bank Bldg. & Equip. Corp. of Am., 309 N.E.2d 464 (Ind.App.1974) (extrinsic evidence and contract interpretation)