Appellant-tenant challenges the trial court’s grant of summary judgment to appellee-landlord based upon an exculpatory clause included in the parties’ commercial lease agreement. Tenant sued his landlord to recover for property damage caused by a water leak from the floor above the premises leased by tenant. On appeal tenant raises two issues: (1) whether the trial court erred in granting summary judgment to the landlord where the lease agreement and exculpatory clause were ambiguous; and (2) whether the trial court erred in not extending the law of the Commonwealth to recognize an implied warranty of habitability in a commercial lease.
After a complete review of the law relevant to the interpretation and application of exculpatory clauses, and after careful scrutiny of the clause and lease in question, we find the clause in this lease does not exculpate the landlord from liability based upon his own negligent conduct. Because we find the landlord is not immune from liability due to his alleged negligence, we need not address the tenant’s second issue regarding the recognition of an implied warranty of habitability. We reverse the trial court’s grant of summary
We initially note summary judgment “shall be rendered if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Pa.R.Civ.P. 1035(b). On review of a trial court’s grant of summary judgment, we must determine whether there exist any genuine issues of material fact. Bobb v. Kraybill,
[w]e must view the evidence in the light most favorable to the non-moving party and any doubts must be resolved against the entry of judgment. In so doing, we accept as true all well-pleaded facts in appellant’s pleadings and give appellant the benefit of all reasonable inferences to be drawn therefrom.
Ector v. Motorists Ins. Cos.,
The facts of this case are as follows. The tenant, Topp Copy Products, Inc. and Topp Copy Telecommunications, Inc. (referred to herein as Topp Copy or tenant), is in the business of selling and leasing office equipment. Topp Copy entered into a commercial lease for the first floor of a multi-storied building. For all periods relevant to this ease, the landlord, Singletary, was the owner of the building and
Topp Copy sued Singletary alleging breach of implied warranty of habitability for residential premises, breach of implied warranty of habitability for commercial premises, and negligence.
Topp Copy challenges the applicability of the exculpatory clause included in the lease agreement. The clause,
And in consideration of securing the within lease at the above-stated rent, the Lessee [appellant Topp Copy] does hereby release and discharge said Lessor [appellee Singletary], his heirs or assigns, from any and all liability for damages that may result from the bursting, stoppage and leakage of any water pipe, gas pipe, sewer, basin, water-closet, steam pipe and drain, and from all liability for any and all damage caused by the water, gas, steam, waste and contents of said water pipes, gas pipes, steam pipes, sewers, basins, water-closets and drains.
Topp Copy argues that this exculpatory clause is not applicable to its damage because the clause does not explicitly state the landlord is relieved of liability for his own negligence and because the clause is ambiguous when read in context with another clause in the agreement. Specifically, Topp Copy asserts that the language of paragraph 15 of the lease makes the exculpation by paragraph 19 ambiguous.
Our review of whether a contractual exculpatory clause is valid and enforceable involves a two part analysis. First we must inquire into whether the exculpatory clause in paragraph 19 is valid. Second, we consider whether the clause should be interpreted and construed to relieve a contracting party from liability for his own negligent conduct.
Our supreme court has held that an exculpatory clause is generally valid where three conditions are satisfied. Princeton Sportswear Corp. v. H & M Assocs.,
If these conditions are met, and the clause is determined to be valid, the contract must still meet four additional standards in order to be “interpreted and construed to relieve a person of liability for his own ... acts of negligence.” Dilks v. Flohr Chevrolet,
These seven considerations demonstrate that contracts providing for the immunity of parties from their own negligent acts are not regarded positively under the law of the Commonwealth. Under Pennsylvania law, exculpation clauses included in lease agreements will be subjected to a detailed and thorough review to determine their validity and enforceability. See, e.g., Employers Liability,
The reason the law looks with disfavor on exculpatory clauses is that they excuse defendants from maintaining reasonable standards of care. Restatement (Second) of Contracts § 195, comments a and b (1981); Annotation, Validity of Exculpatory Clause in Lease Exempting Lessor from Liability,
In the instant case the trial court concluded, and Topp Copy does not now contest, that the exculpatory clause in question is valid. Trial Court Opinion, at 6-7. We agree with the trial court that the exculpatory clause does satisfy the initial three conditions required for validity. This clause, included in a commercial lease entered into between a business tenant and an individual landlord, is not a matter of public or state interest; and is included in an agreement relating completely to the parties’ private affairs. Moreover, Topp Copy does not contend that the commercial lease at issue is a contract of adhesion.
Although we find the instant exculpatory clause meets the initial three conditions for validity, that does not end our inquiry. Topp Copy specifically argues that the clause, although initially valid, is ambiguous and should not be interpreted or construed to immunize Singletary from his
As noted above, paragraph 19 of the lease releases and discharges Topp Copy “from any and all liability for damages that may result from the bursting, stoppage and leakage of any water pipe, ... water closet, ... and from all liability for any and all damage caused by the water, ... and contents of said water pipes, ... [and] water closets.” (Emphasis added). The trial court, relying on Jacob Siegel Co. v. Philadelphia Record Co.,
As our supreme court has clearly noted in Employers Liability Assurance Corp. v. Greenville Business Men’s Ass’n., a contract immunizing a party from liability for the damages caused by his own negligence must state such an intention “with the greatest particularity, ... beyond doubt by express stipulation, [and] no inference from words of general import can establish it.”
We particularly note that our supreme court recently reiterated the vitality of this interpretive rule in Ruzzi v. Butler Petroleum Co., Pa.,
exonerate, discharge, and agree to protect and save harmless and indemnify [the petroleum company] ... from any and all liability for claims for loss, damage, injury or other casualty to persons or property ... caused or occasioned by any leakage, fire, explosion or other casualty occurring through any imperfection in, injury or damage to, or by reason of the installation, use, operation and/or repair of the said equipment or of the premises.
On appeal to the supreme court, Justice Papadakos, writing for the majority succinctly stated that
[t]he law has been well established in this Commonwealth for 87 years that if parties intend to include within the scope of their indemnity agreement a provision that covers losses due to the indemnitee’s own negligence, they must do so in clear and unequivocal language. No inference from words of general import can establish such indemnification.
Ruzzi, Pa.,
The contractual situation before us is similar to that in Ruzzi. The exculpatory clause at bar, paragraph 19,
We find the trial court’s reliance on Jacob Siegel Co. v. Philadelphia Record Co.,
Because we find the instant exculpatory clause uses words of general import, and therefore, cannot be interpreted and construed to release and immunize Singletary from liability due to his own negligent conduct, we need not address Topp Copy’s second issue arguing for the recognition of an implied warranty of habitability in commercial leases.
Reversed and remanded. Jurisdiction is relinquished.
Notes
. The lease in question was originally entered into in 1981 between Topp Copy and Peter and Artemas Golamis. The Golamises sold the building, in which Topp Copy was leasing the first floor, to appellee Singletary in 1985. The trial court determined that the conveyance of the property from the Golamises to Singletary also assigned the lease in question to Singletary. Trial Court Opinion, at 4 (citing Howell v. Sewickley Township,
. Appellant also filed a negligence claim against Tony Noviello, the sole proprietor of Nova Construction Company and Nova Construction, Inc. (Noviello). Topp Copy alleges that Singletary hired Noviello to inspect and, if necessary, repair the plumbing in the apartments located on the second floor of the building in question. Topp Copy contends that Noviello was negligent in the inspection and repair of the plumbing in the apartment located above Topp Copy’s leased premises.
Solely at issue in this appeal is the grant of summary judgment to appellant Singletary. While Noviello joined in the appellate brief filed by Singletary, the lower court’s order granted judgment only for Singletary. Therefore, the negligence claim against Noviello is not at issue in this appeal and is not considered by this panel.
. Paragraph 15 of the lease provides in pertinent part, "[a]ll damages or injuries done to the said premises other than those caused by fire and by ordinary wear and tear or by the acts or omission of the landlord shall be repaired by the Lessee herein." Reproduced Record, at 28a.
. We note that the commercial lease in the instant case is a form lease. Although a form lease is not "drafted" in accordance with the lessor’s specific instructions, the lease is offered to the lessee-tenant as the lessor’s language. A form lease agreement proposed by the lessor will thus be considered drafted by the lessor and construed against him.
. The supreme court has previously recognized and addressed the differences between an indemnity clause and an exculpatory clause. Dilks v. Flohr Chevrolet,
[w]hile an exculpatory clause—which deprives one contracting party of a right to recover for damages suffered through the negligence of the other contracting party—differs somewhat from an indemnity clause—which effects a change in the person who ultimately has to pay the damages—yet there is such a substantial kinship between both types of contracts as to render decisions dealing with indemnity clauses applicable to decisions dealing with exculpatory clauses, and vice versa.
. We recognize that almost sixty years ago, our supreme court, in Cannon v. Bresch,
[t]he terms are emphatic—the word ‘all’ needs no definition; it includes everything, and excludes nothing. There is no more comprehensive word in the language, and as used here it is obviously broad enough to cover liability for negligence. If it had been the intention of the parties to exclude negligent acts they would have so written the agreement. This paragraph of the lease is clear and unambiguous. No rules of construction are required to ascertain the intention of the parties.
Cannon,
. Moreover, because we find the instant exculpatory clause cannot be given exculpatory effect, we do not decide whether paragraph 15, when read with paragraph 19, creates an ambiguity as to whether the landlord is relieved from liability for his own acts of negligence.