— The motion for summary judgment requires this court to determine whether the landlord of a commercial property breached its duty of good faith and fair dealing toward tenant by allegedly withholding consent to sublease the premises, and by failing to negotiate a lease extension. The motion also requires this court to determine whether tenant breached the commercial lease agreements by vacating the premises before expiration of the lease period, and by failing to pay rents thereafter. For the reasons below, landlord did not breach its duty of good faith and fair dealing, whereas tenant did breach the lease agreements.
Background
Plaintiffs NNN 1818 Market Street, LLC et al. (“Landlord”), are Delaware entities that own commercial real estate located at 1818 Market Street, in Philadelphia, Pennsylvania. Defendant Kogan, Trichon & Wertheimer, P.C. (“Tenant”), is a Pennsylvania law firm with an address in Philadelphia, Pennsylvania. The law firm of Marion, Saltzberg, Trichon, Kogan & Wertheimer, P.C. (“MSTK&W”), a non-party in this action, was at all times relevant hereto a predecessor-in-interest of KT&W as a leasehold tenant.
On June 23,1999, Landlord or its predecessor-in-interest entered into a lease agreement (the “lease agreement”), with MSTK&W. Pursuant to the lease agreement, MSTK&W rented 10,691 square feet of Landlord’s office space situated on the 30th floor of the property.
If Landlord shall not elect to terminate this Lease [upon default by Tenant]...Tenant shall be and remain liable to Landlord in an amount computed as follows: (a) an amount equal to the sum of all Rent then in arrears plus the aggregate of all Rent which is payable under this lease for the balance of the Term, computed as if no event of default had occurred....3
OnAugust 19,2009, Landlord and KT&W, as successor-in-interest to MSTK&W, executed a “first amendment to the lease.” Whenever required, the lease agreement and the first amendment to the lease shall be identified as the “lease documents.” Under the first amendment to the lease, tenant’s new leasehold was set for a period of ten years, beginning on December 1,2009 and ending on November 30, 2019.
In 2010, a shareholder of KT&W retired, another shareholder announced his upcoming retirement, and KT&W lost a major client which accounted for a sizable amount of its business. Facing a significant decline in
On June 19, 2013, landlord commenced the instant action against tenant; on September 6,2013, landlord filed its third amended complaint which asserts the claims of breach of contract and accelerated rent. In the course of the instant litigation, tenant has admitted that it vacated the premises in April 2013, and has failed to pay rent since May 2013.
Discussion
*186 The Pennsylvania Rules of Civil Procedure allow disposition of a case on summary judgment only where the record demonstrates an absence of factual questions material to the elements of the disputed causes of action.11
Under the Rules, a motion for summary judgment is based on an evidentiary record that entitles the moving party to a judgment as a matter of law. For purposes of summary judgment, the record includes any pleadings, interrogatory answers, depositions, admissions, and affidavits.12
I. Tenant breached the terms contained in the Lease Documents.
In the motion for summary judgment, Landlord asserts that no questions of fact exist as to prevent entry of judgment in its favor. Landlord notes that tenant has admitted vacating the leased premises in April 2013 and failing to pay rent since May 2103.
In Pennsylvania, to successfully maintain a cause of action for breach of contract, the plaintiff must establish: “(1) the existence of a contract, including its essential terms, (2) a breach of a duty imposed by the contract, and (3) resultant damages.”
Plaintiff has also established a breach of tenant’s duties under the contract. Specifically, the lease documents states in pertinent part that —
[t]he term of the Lease is hereby extended for a period of one hundred twenty (120) months... commencing on December 1, 2009 ... and continuing until... November 30, 2019.14
The occurrence of any one of the following shall constitute an “event of default” ...
Tenant does not pay in full when due any installment of rent or any other charge or payment... and such failure to pay is not cured within ten (10) days following tenant’s receipt of notice from landlord...15
This language shows that tenant owed a duty to make timely rent payments and to remain in possession of the leased premises until November 30, 2019. Tenant, however, has admitted vacating the leased premises in April 2013, and stopping rent payments since May of that year. Tenant explains this conduct by asserting that when its revenues fell, landlord unreasonably withheld consent to sublease the premises as contemplated under the lease documents.
In Pennsylvania, “every contract imposes on each party a duty of good faith and fair dealing in its performance and its enforcement.... Good faith has been defined as honesty in fact in the conduct or transaction concerned.”
The court shall issue a simultaneous order consistent
ORDER
And now, this 25 day of November, 2014, upon consideration of the motion for summary judgment of plaintiffs, the response in opposition of defendant, and the respective memoranda of law, it is ordered that the motion is granted and judgment is entered in favor of plaintiffs and against defendant. The amount of judgment against defendant shall include all due, unpaid monthly rents from May 2014, plus accelerated rent through the remainder of the lease term, plus interest, fees and costs, as required under the terms of the lease agreement and subsequent amendment to the lease.
. Office Lease, ¶ 2.1, Exhibit C to the motion for summary judgment of Landlord,
. Deposition of Martin Trichon, Esquire, on behalf of defendant KT&W, Exhibit E to the motion for summary judgment of Landlord, pp.22-23.
. Lease Agreement, ¶17.3.1, attached as Exhibit C. to the motion for summary judgment of Landlord.
. First Amendment to the Lease, ¶ 2, Exhibit D to the motion for summary judgment of Landlord.
. Deposition of Martin Trichon, Esquire, on behalf of defendant KT&W, Exhibit E to the motion for summary judgment of Landlord, pp. 24-27.
. Id. Pp. 29, 33.
. Affidavit of Martin Trichon, Esquire, ¶ 5, attached as Exhibit A to the response in opposition of Tenant to the motion for summary judgment of Landlord.
. Id. ¶ 6.
. Tenant’s answer to the Third Amended Complaint, ¶ 7; responses to Landlord’s request for admissions, ¶¶ 5-15,21, Exhibit F to the motion for summary judgment of Landlord.
. Tenant’s responses to Landlord’s request for admissions, ¶ 49, Exhibit F to the motion for summary judgment of Landlord.
. Shipley Fuels Mktg., LLC v. Medrow, 2012 Pa. Super. 37 A.3d 1215, 1217 (Pa. Super. 2012).
. Scalice v. Pennsylvania Employees Benefit Trust Fund, 584 Pa. 161, 171, 883 A.2d 429, 435 (Pa. Super. 2005).
. McShea v. City of Philadelphia, 606 Pa. 88, 97, 995 A.2d 334, 340 (Pa. 2010).
. First Amendment to the Lease, ¶ 2, attached as Exhibit C to the motion for summary judgment of Landlord.
. Office Lease, ¶ 17.1-17.1.1 attached as Exhibit C to the motion for summary judgment of Landlord.
. Memorandum of law filed by Tenant in opposition to the motion for summary judgment of Landlord, IV. B., p. 9. Paragraph 12.11 of the Lease Agreement states: “Landlord’s consent to any proposed sublease
. Id.
. Donahue v. Fed. Exp. Corp., 2000 Pa. Super. 146, 753 A.2d 238, 242 (Pa. Super. 2000).
. New Matter, ¶¶ 28-31.
