968 N.E.2d 305
Ind. Ct. App.2012Background
- EON Properties leased Plum Creek Center to Sisters of St. Francis Health Services for 10 years beginning February 2001.
- Amendments in 2004 reduced Hospital’s space to permit a new tenant; Third Amendment allocated risk for a new five-year lease with a 36-month vacate option.
- Ameriquest leased the released Premises for five years; Ameriquest obtained an option to vacate after 36 months via an Addendum to its lease.
- Ameriquest exercised its option to vacate after 36 months; Ameriquest vacated earlier than anticipated, EON recovered furniture and a $75,000 settlement under a Lease Termination Agreement.
- EON sought to recover the final two years of rent from the Hospital under the Third Amendment; Hospital contested liability and damages; trial court granted summary judgment in EON’s favor on liability.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the Hospital liable under the Third Amendment for the last two years of Ameriquest's lease? | EON: Third Amendment unambiguously shifts last two years to Hospital. | Hospital: Ameriquest did not occupy 36 months or properly exercise its option; terms not satisfied. | Yes; Third Amendment allocates risk to Hospital for last two years. |
| Are there genuine issues of material fact on damages requiring remand? | EON entitled to damages for owed rent and related charges. | Disputed credits and overpayments; some damages require factual resolution. | Damages issue remanded; liability affirmed but damages unresolved due to material factual questions. |
Key Cases Cited
- Noble Roman's, Inc. v. Ward, 760 N.E.2d 1132 (Ind.Ct.App.2002) (read contract as a whole; ambiguity resolved as law)
- Stout v. Kokomo Manor Apartments, 677 N.E.2d 1060 (Ind.Ct.App.1997) (interpretation of contract terms; reading in context)
- Farmers Elevator Co. of Oakville, Inc. v. Hamilton, 926 N.E.2d 68 (Ind.Ct.App.2010) (ambiguity determination; extrinsic facts for contract interpretation)
- OEC-Diasonics, Inc. v. Major, 674 N.E.2d 1312 (Ind.1996) (standing to enforce contracts; privity rules)
- Sheppard v. Stanich, 749 N.E.2d 609 (Ind.Ct.App.2001) (damages measure for breach of contract)
- Wagner v. Yates, 912 N.E.2d 805 (Ind.2009) (summary judgment standard and appellate review)