Jaraysi v. Sebastian
318 Ga. App. 469
| Ga. Ct. App. | 2012Background
- Jaraysi owns Nazareth Plaza and an unfinished adjacent office building; Nazareth leased space to Sebastian in Oct. 2005 for a nightclub and later amended the lease in Oct. 2006 to a 2010 term with AS-IS premises and rent increases.
- The amended lease stated the premises were leased AS-IS and that Landlord had no obligation for care, repair, or alterations except as expressly provided; it also included an express covenant of quiet enjoyment but reserved Landlord’s right to make changes to the shopping center.
- After opening, Sebastian faced alleged crime-related disturbances and sought more lighting and security; Jaraysi allegedly promised to finish construction and improve conditions but did not between Apr. 2009 and May 2010.
- In Apr. 2009 Sebastian’s attorney claimed the lease was voided due to lack of quiet enjoyment and Sebastian planned to vacate; Jaraysi offered to reduce rent to keep Sebastian in business.
- Sebastian paid reduced rent ($6,500) from Jun 2009 to Apr 2010; Jaraysi subsequently rejected $6,500 for May 2010, and Sebastian vacated in Apr 2010; the parties proceeded to a bench trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of lease: quiet enjoyment and AS-IS terms | Jaraysi breached by failing to ensure quiet enjoyment and security | Lease was AS-IS; no obligation to provide security or lighting | No breach; express AS-IS terms and quiet enjoyment cov entant do not obligate landlord to provide security or finish building |
| Pre-lease promise to complete building | Promise to complete adjacent office building by May 2009 should have bound Landlord | Merger clause renders pre-lease promises irrelevant to the contract | Pre-lease promise not enforceable due to merger clause |
| Oral post-lease promises modifying rent and obligations | Oral agreement reduced rent and added security provisions | Statute of Frauds bars oral modification; waiver possible via conduct | Waiver by partial rent reduction occurred; original terms not enforced for Sep 2009–May 2010; remand on rent terms |
| Damages for damage to real property | Property damage claim supported by repairs and costs | Evidence insufficient; repairs not proven to be Sebastian’s responsibility | Evidence supports some damages for Sebastian to some extent; remand for proper damages assessment |
| Rent/payment notice impact and remand scope | May 2010 rent rejection affected reliance on original lease terms | Notice and waiver issues uncertain | Remanded to determine impact of May 2010 rejection and rent obligations on remnant term |
Key Cases Cited
- Myung Sung Presbyterian Church v. North American Assn. of Slavic Churches &c., 291 Ga. App. 808 (Ga. App. 2008) (implied covenant of quiet enjoyment where terms allow)
- Parker v. Munn Sign &c., 29 Ga. App. 420 (Ga. App. 1923) (no breach of quiet enjoyment where third-party actions; not landlord liability)
- Eley v. L. & L. Mfg. Co., 30 Ga. App. 595 (Ga. App. 1923) (disorderly tenants not landlord liable for quiet enjoyment)
- Hardwick, Cook & Co. v. 3379 Peachtree, Ltd., 184 Ga. App. 822 (Ga. App. 1987) (constructive eviction not established despite disruption during renovation)
- Taylor Freezer Sales Co. v. Hydrick, 138 Ga. App. 738 (Ga. App. 1976) (parol evidence cannot vary written contract terms; merger doctrine)