Two Briarlake Plaza LP F/K/A Behringer Harvard Briarlake Land LP v. Samsung Engineering America, Inc. ( 2016 )

Opinion issued November 1, 2016
In The
Court of Appeals
For The
First District of Texas
————————————
NO. 01-15-01041-CV
———————————
TWO BRIARLAKE PLAZA LP F/K/A BEHRINGER HARVARD
BRIARLAKE LAND LP, Appellant
V.
SAMSUNG ENGINEERING AMERICA, INC., Appellee
On Appeal from the 61st District Court
Harris County, Texas
Trial Court Case No. 2015-24793
MEMORANDUM OPINION
This appeal is from the trial court’s summary judgment in a declaratory
judgment action to construe provisions of a commercial lease relating to subletting
of parking spaces. The tenant, Samsung Engineering America, Inc., contends that
the lease permits parking spaces to be assigned to a sublessee along with the sublease
of office space. The landlord, Two Briarlake Plaza LP f/k/a Behringer Harvard
Briarlake Land LP (“Briarlake”), on the other hand, argues that Samsung must obtain
separate consent for the assignment of parking spaces unless Samsung is subleasing
office space to an affiliate, for which Briarlake’s consent is not required. The parties
filed cross-motions for summary judgment, and the trial court entered a declaratory
judgment in favor of Samsung. Briarlake argues that the trial court erred because
the lease is unambiguous and Briarlake’s interpretation of the lease is the only
reasonable interpretation, or, in the alternative, the lease is ambiguous. Because we
conclude the lease is unambiguous and permits Samsung to assign parking when it
sublets office space, we affirm.
Background
In May 2012, Samsung signed a 12-year lease for approximately 160,000
rentable square feet of office space located in Two Briarlake Plaza, a commercial
office building in the Westchase area of Houston. The lease allotted Samsung four
parking spaces in the building’s parking facility for every 1,000 rentable square feet
leased, which amounted to over 600 parking spaces.
After the lease was signed, a dispute arose regarding the terms under which
Samsung could assign parking spaces to a sublessee. The summary-judgment record
contains sparse information regarding how the dispute arose, but it reflects that
Samsung sued Briarlake for a declaratory judgment to construe provisions of the
2
lease in April 2015. Samsung sought a declaration that pursuant to paragraph 7 of
Exhibit D of the lease, it was permitted to assign parking spaces in correlation to the
amount of any subleased office space and Briarlake could not terminate parking
spaces assigned in this fashion. Essentially, Samsung took the position that the lease
provided for the assignment of parking spaces along with any sublease of office
space. Relatedly, Samsung argued that Briarlake could terminate its right to parking
spaces under paragraph 7 only if Samsung tried to assign parking spaces apart from
an office space sublease without Briarlake’s consent.
Exhibit D of the lease governs parking. Paragraph 7 provides:
Except as otherwise provided for in Section 14, Tenant shall not assign
or sublease any of the [Parking] Spaces without the consent of
Landlord. Landlord shall have the right to terminate the parking
agreement with respect to any Spaces that Tenant desires to sublet or
assign.
Section 14 of the lease, titled “Tenant Transfers,” permitted Samsung to sublet office
space to an affiliate without Briarlake’s consent, and to a non-affiliated entity with
Briarlake’s consent. Section 14 defines a transfer as any “[s]ublease of all or part of
the Premises, or assignment, mortgage, hypothecation or other conveyance of an
interest in this Lease.” Paragraph 14.3 provides that Samsung may sublease office
space to an affiliate of Samsung without Briarlake’s prior consent. Paragraph 14.4
provides that a sublease of office space to a non-affiliated entity requires Briarlake’s
prior written consent. Paragraph 14.4 also sets forth the procedure by which
3
Samsung obtains this consent and sets forth the grounds upon which Briarlake may
withhold consent. The proposed assignment of parking spaces along with a sublease
of office space is not grounds for withholding consent to a sublease of office space.
In June 2015, Briarlake counterclaimed for its own declaratory judgment.
Briarlake sought a declaration that under paragraph 7, any assignment or sublease of
parking spaces by Samsung to a non-affiliate required Briarlake’s separate consent.
Briarlake also sought a declaration that it had an unqualified right to terminate
Samsung’s right to any parking spaces Samsung desired to sublet or assign. In
essence, Briarlake argued that Samsung was entitled to assign parking spaces only
when it sublet office space to an affiliate. In all other circumstances, Briarlake
argued that Samsung was required to obtain its separate consent to assignment of
parking spaces, whether those parking spaces were included in a sublease to a non-
affiliated entity, or were being assigned independent of a sublease of office space.
Briarlake also argued that, in addition to this consent requirement, it had an
unqualified right under paragraph 7 to terminate Samsung’s right to any parking
spaces that Samsung desired to assign or sublet in any circumstance, even when the
parking spaces were assigned in connection with an authorized office space sublease.
In July 2015, Samsung sublet 4,034 square feet of its office space to Trident
Retail Energy, LLC. The written sublease gave Trident the right to use four parking
spaces per 1,000 rentable square feet subleased (16 parking spaces), corresponding
4
to the ratio of spaces allotted per 1,000 square feet under its lease. After it received
a copy of the sublease, Briarlake notified Samsung on July 14, 2015 that it was
terminating Samsung’s right to the 16 parking spaces assigned to Trident.
In August 2015, Samsung moved for summary judgment, and Briarlake
responded and filed a cross-motion on its claim. Each party argued that the lease
was unambiguous and its interpretation of the lease was the only reasonable one. In
the alternative, each party argued that the lease was ambiguous and should be
interpreted by reference to parol evidence.
The trial court held a hearing on the cross-motions, denied Briarlake’s motion,
and granted Samsung’s motion. The parties entered into an agreement regarding the
amount of attorney’s fees to be awarded, and the trial court entered a final judgment
awarding Samsung attorney’s fees and stating:
It is ORDERED, ADJUDGED, and DECREED that, pursuant to the
express, unambiguous language of the Office Lease, any transfer or
sublease by Samsung pursuant to Section 14 of the Lease is excepted
from the application of paragraph 7 of Exhibit D of the Lease, such that
Samsung is free to assign or transfer parking spaces in correlation to
the amount of lease space sublet by Samsung and that Briarlake is
prohibited from terminating any parking spaces allotted to Samsung
that Samsung transfers or subleases to a third party.
Briarlake appealed.
5
Discussion
In its first issue, Briarlake contends that the trial court erred by granting
summary judgment in favor of Samsung because the lease is unambiguous and
Briarlake’s interpretation of the lease is the only reasonable interpretation.
A. Standard of Review
We review a trial court’s summary judgment de novo. Travelers Ins. Co. v.
Joachim, 315 S.W.3d 860, 862 (Tex. 2010). When reviewing a summary judgment,
we take as true all evidence favorable to the nonmovant, and we indulge every
reasonable inference and resolve any doubts in the nonmovant’s favor. Valence
Operating Co. v. Dorsett, 164 S.W.3d 656, 661 (Tex. 2005).
In a traditional summary-judgment motion, the movant has the burden to show
that no genuine issue of material fact exists and that the trial court should grant
judgment as a matter of law. TEX. R. CIV. P. 166a(c); KPMG Peat Marwick v.
Harrison Cty. Hous. Fin. Corp., 988 S.W.2d 746, 748 (Tex. 1999). A party moving
for summary judgment on one of its own claims must conclusively prove all essential
elements of the claim. See Rhône–Poulenc, Inc. v. Steel, 997 S.W.2d 217, 223 (Tex.
1999). A defendant may also prevail by traditional summary judgment if it
conclusively negates at least one essential element of a plaintiff’s claim or
conclusively proves an affirmative defense. See IHS Cedars Treatment Ctr. of
DeSoto, Tex., Inc. v. Mason, 143 S.W.3d 794, 798 (Tex. 2004). A matter is
6
conclusively established if reasonable people could not differ as to the conclusion to
be drawn from the evidence. City of Keller v. Wilson, 168 S.W.3d 802, 816 (Tex.
2005).
When, as here, the parties file cross-motions for summary judgment on
overlapping issues, and the trial court grants one motion and denies the other, we
review the summary-judgment evidence supporting both motions and “render the
judgment that the trial court should have rendered.” FM Props. Operating Co. v.
City of Austin, 22 S.W.3d 868, 872 (Tex. 2000).
B. Applicable Law
We interpret a lease using ordinary principles of contract interpretation as we
would any other contract. See Luccia v. Ross, 274 S.W.3d 140, 146 (Tex. App.—
Houston [1st Dist.] 2008, pet. denied). “We construe contracts from a utilitarian
standpoint bearing in mind the particular business activity sought to be served and
will avoid when possible and proper a construction which is unreasonable,
inequitable, and oppressive.” Frost Nat’l Bank v. L & F Distribs., Ltd., 165 S.W.3d
310, 312 (Tex. 2005) (internal quotations omitted). If, after the pertinent rules of
construction are applied, the contract can be given a definite or certain legal
meaning, it is unambiguous and we construe it as a matter of law. Id.
When interpreting a contract, we must ascertain and give effect to the
contracting parties’ “intent expressed in the text as understood in light of the facts
7
and circumstances surrounding the contract’s execution, subject to the limitations of
the parol-evidence rule.” Americo Life, Inc. v. Myer, 440 S.W.3d 18, 22 (Tex. 2014);
see Perry Homes v. Cull, 258 S.W.3d 580, 606 (Tex. 2008); Luccia, 274 S.W.3d at
146. We focus on the language used in the contract because it is the best indication
of the parties’ intent. Perry Homes, 258 S.W.3d at 606. We must examine the entire
contract in an effort to harmonize and effectuate all of its provisions so that none are
rendered meaningless. Seagull Energy E & P, Inc. v. Eland Energy, Inc., 207
S.W.3d 342, 345 (Tex. 2006); J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229
(Tex. 2003). All contractual provisions should be considered with reference to the
entire instrument, and no single provision taken alone should be controlling. Luccia,
274 S.W.3d at 146 (citing J.M. Davidson, 128 S.W.3d at 229). We presume the
parties to the contract intended every clause to have some effect. Heritage Res., Inc.
v. NationsBank, 939 S.W.2d 118, 121 (Tex. 1996). We give contract terms their
plain, ordinary, and generally accepted meanings unless the contract itself shows
that the parties intended to use terms in a technical or different sense. Valence
Operating Co., 164 S.W.3d at 662. We may not rewrite the contract or add to its
language under the guise of interpretation. Am. Mfrs. Mut. Ins. Co. v. Schaefer, 124
S.W.3d 154, 162 (Tex. 2003). Rather, we must enforce the contract as written.
Lopez v. Munoz, Hockema & Reed, L.L.P., 22 S.W.3d 857, 862 (Tex. 2000).
8
“Facts and circumstances that may be considered include the commercial or
other setting in which the contract was negotiated and other objectively determinable
factors that give context to the parties’ transaction.” Americo Life, 440 S.W.3d at
22. However, “the parol-evidence rule precludes considering evidence that would
render a contract ambiguous when the document, on its face, is capable of a definite
legal meaning.” Id.
C. The Lease
Section 1.1(q) of the lease prescribes the number of parking spaces to which
Samsung is entitled under the lease. Section 1.1(q) provides that Samsung has:
[a]ccess to an amount of parking spaces in the Parking Facility equal to
4 spaces per 1,000 RSF of the Premises. See EXHIBIT D.
Exhibit D of the lease provides the specifics regarding parking, including issuance
of permits for spaces and other matters. Paragraph 7 of Exhibit D governs the
assignment and sublease of parking spaces. It provides:
Except as otherwise provided for in Section 14, Tenant shall not assign
or sublease any of the Spaces without the consent of Landlord.
Landlord shall have the right to terminate the parking agreement with
respect to any Spaces that Tenant desires to sublet or assign.
Section 14 does not expressly mention parking spaces. Instead, it governs
Samsung’s sublease of office space. Section 14 is titled “Tenant Transfers” and
defines a transfer as any “[s]ublease of all or part of the Premises, or assignment,
9
mortgage, hypothecation or other conveyance of an interest in this Lease.”1 The
lease sets forth the conditions under which Samsung may transfer an interest in the
lease to affiliated versus non-affiliated entities:
14.3 Consent Not Required. If Tenant is not in Default, Tenant
may effect a Transfer (a “Permitted Transfer”) to a Permitted
Transferee without Landlord’s prior consent, but with notice to
Landlord prior to the Permitted Transferee’s occupancy. “Permitted
Transferee” means any person or entity that:
(a) Either (1) controls, is controlled by, or is under common control
with Tenant, (2) results from the merger or consolidation or
non-bankruptcy-related reorganization of Tenant (for purposes
hereof, “control” shall mean ownership of not less than fifty
percent (50%) of all of the voting stock or legal and equitable
interest in the entity in question), or (3) acquires all or
substantially all of the stock and/or assets of Tenant as a going
concern in one or more related transactions;
(b) Has entered into a joint venture or other business arrangement
with Tenant;
(c) Has a tangible net worth immediately following the Transfer
not less than Tenant’s tangible net worth immediately before
the transfer; and
(d) Will not, by occupying the Premises, cause Landlord to breach
any other lease or other agreement affecting the Project.
14.4 Consent Required. Each proposed Transfer other than those
prohibited under § 14.2 or permitted under § 14.3 requires
Landlord’s prior written consent, in which case the parties will
proceed as follows:
(a) Tenant’s Notice. Tenant shall notify Landlord at least thirty
(30) days prior to the proposed Transfer of the name and
address of the proposed transferee and include with the notice
1
The lease also includes several additional definitions for “transfer” that are not
relevant here.
10
of the following information: (1) applicable commencement
and expiration dates, (2) a description of the affected space,
(3) the proposed rental rates and relevant business terms, (4)
the name/identity and associated financial information of the
proposed transferee, and (5) a copy of the proposed
Sublease/Assignment Agreement to be used to consummate the
transaction, as well as such other information as may be
reasonably and promptly requested by the Landlord.
LANDLORD WILL HAVE NO OBLIGATION TO REVIEW
A PROPOSED TRANSFER OR TO CONSENT OR DENY
CONSENT TO A PROPOSED TRANSFER UNTIL ALL
ITEMS AND INFORMATION SET FORTH ABOVE IN
THIS § 14.4(a) HAVE BEEN PROVIDED TO LANDLORD.
(b) Landlord’s Rights. Within ten (10) Business Days after receipt
of Tenant’s complete notice and all items required under
§ 14.4(a), Landlord shall either (i) provide written consent to
Tenant of the proposed Transfer, or (ii) provide written denial
of consent to Tenant of the proposed Transfer, consent not to
be unreasonably withheld, conditioned or delayed if:
(A) The proposed transferee (provided that “transferee,” as
used in this subpart (A), does not include a subtenant who
proposes to sublease less than two full floors) in
Landlord’s reasonable opinion, has the financial capacity
to meet its obligations under the proposed Transfer;
(B) The proposed use is consistent with the Use and will not
cause Landlord to be in breach of any lease or other
agreement affecting the Project;
(C) The proposed transferee is typical of tenants that directly
lease premises in Comparable Buildings;
(D) The proposed transferee is not an existing tenant or an
Affiliate of an existing tenant, or a party with which
Landlord is actively negotiating to lease space in the
Building), provided, however, that the circumstances set
forth above in this subsection (D) shall not be a factor or
consideration in the decision to provide or deny consent if
the existing tenant or Affiliate thereof is seeking to lease
11
or sublease space in the Building during the first five (5)
years of the Term and Landlord is unwilling or unable to
accommodate the needs of such tenant or Affiliate either
due to a lack of space, inability to deliver space timely or
other similar reason; and
(E) Tenant is not in Default under this Lease.
Any denial of consent by Landlord must include a written
explanation of the reason(s) for denying consent.
(c) Compelling Consent. If Landlord denies consent to a requested
Transfer in violation of this Section 14.4, then as Tenant’s sole
and exclusive remedy against Landlord, Tenant may elect to
either (i) bring suit against Landlord for specific performance
or declaratory relief, or (ii) bring suit against landlord for
Tenant’s actual monetary damages caused by such violation,
AND UNDER NO CIRCUMSTANCES MAY TENANT
TERMINATE THIS LEASE OR SEEK OR BE
ENTITLED TO RECOVER ANY DAMAGES OF ANY
OTHER KIND OR GREATER AMOUNT, INCLUDING,
BUT NOT LIMITED TO, ANY SPECIAL,
CONSEQUENTIAL, PUNITIVE, SPECULATIVE,
INCIDENTAL OR INDIRECT DAMAGES WHETHER
IN CONTRACT, TORT, OR UNDER ANY OTHER
LEGAL OR EQUITABLE PRINCIPAL, ALL OF WHICH
TENANT SPECIFICALLY WAIVES.
In essence, paragraph 14.3 governs subleases to affiliated entities and does not
require Briarlake’s consent, while paragraph 14.4 governs subleases to non-affiliated
entities, for which Briarlake’s consent is required. Paragraph 14.4(b) also sets forth
the terms under which Briarlake may withhold its consent to a sublease of office
space.
12
D. Analysis
The parties’ arguments
Samsung argues that the lease permits it to assign parking spaces to both
affiliated and non-affiliated entities in correlation to the amount of any office space
subleased. Samsung argues that while a sublease of office space to a non-affiliate,
unlike a sublease to an affiliate, requires consent, the lease does not permit Briarlake
to withhold consent on the basis that the sublease includes an assignment of parking
spaces. Relatedly, Samsung contends that Briarlake cannot terminate parking spaces
assigned pursuant to an authorized office space sublease.
Briarlake, on the other hand, argues that any assignment or sublease of parking
by Samsung, unless pursuant to a sublease of office space to an affiliate, requires its
separate consent, even if it has consented to the sublease of office space. Briarlake
also argues that it has an unqualified right to terminate Samsung’s right to any
parking spaces Samsung desires to sublet or assign.
Assignment of parking spaces pursuant to Section 14
Our first responsibility in interpreting the lease is to determine whether the
relevant lease terms are susceptible to more than one reasonable meaning. See
Luccia, 274 S.W.3d at 146 (citing DeWitt Cty. Elec. Coop. v. Parks, 1 S.W.3d 96,
100 (Tex. 1999)). The limiting clause “[e]xcept as otherwise provided for in Section
14” in the first sentence of paragraph 7 of Exhibit D refers only to section 14 of the
13
lease, not any particular subsection of section 14. Thus, the plain meaning of the
limiting clause is that paragraph 7 governs only assignments or subleases of parking
spaces that are not governed by section 14. See Schaefer, 124 S.W.3d at 162 (court
assumes parties selected particular terms for a reason and will not rewrite contract
nor add to its language).
Section 14 contemplates office space subleases to two different types of
entities. Paragraph 14.3 governs subleases to Samsung’s affiliates which do not
require Briarlake’s consent. Paragraph 14.4 governs subleases to non-affiliated
entities, for which Briarlake’s consent is required. Notably, paragraph 14.4 itemizes
the bases upon which Briarlake may withhold consent to the sublease of office space
to a non-affiliated entity. These include: the proposed transferee lacks the financial
capacity to meet the obligations of the sublease, is not typical of the tenants in
comparable buildings, is an existing tenant or affiliate of a tenant, proposes a use
inconsistent with the use of the property, or Samsung is in default under the lease.
But 14.4 does not identify the assignment of parking spaces along with a sublease of
office space as a basis upon which Briarlake may withhold consent to the sublease
of office space to a non-affiliated entity.
Briarlake argues that the lease permits Samsung to assign or sublease parking
spaces without consent to Samsung’s affiliates, but that Samsung must obtain
Briarlake’s consent to assign or sublease parking spaces to non-affiliated entities,
14
separate from the consent that Samsung must obtain for the sublet of the office space
to those entities. Thus, under Briarlake’s interpretation, paragraph 14.3 provides for
parking spaces to be assigned or sublet—because the reference to section 14 in
paragraph 7 would otherwise have no meaning—but paragraph 14.4 does not.
Parking spaces are not expressly referenced anywhere in section 14, but
section 14 must implicitly permit assignment of parking spaces in connection with
an office space sublease, or the reference to section 14 in paragraph 7 would be
meaningless. See Seagull Energy, 207 S.W.3d at 345 (in interpreting contract, court
must effectuate all provisions so that none are rendered meaningless). To interpret
paragraph 14.3 as permitting the assignment of parking spaces in connection with
an office sublease while interpreting paragraph 14.4 as prohibiting it would be to
treat these two paragraphs inconsistently, which we may not do. See id. (in
construing contract, court must harmonize all contract’s provisions). We therefore
conclude that the lease permits Samsung to assign or sublease parking spaces in
connection with the sublease of office space pursuant to section 14 without obtaining
Briarlake’s separate consent to the assignment of parking spaces.
Interpretation is not unreasonable
Briarlake contends that this interpretation is unreasonable for several reasons.
Briarlake argues that under this interpretation, there would be no occasions when
Samsung would have to obtain Briarlake’s consent to assign parking spaces, making
15
paragraph 7’s reference to obtaining consent redundant and meaningless. But there
are other scenarios in which Samsung would still have to seek consent to assign or
sublease parking, even if Samsung may assign or sublease parking in connection
with a sublet of office space to affiliated and non-affiliated entities pursuant to
section 14. In particular, Samsung would still be prohibited from assigning or
subleasing parking spaces apart from an office space sublease—such as to another
tenant of Briarlake—without obtaining Briarlake’s consent. Thus, our interpretation
of the lease does not render the consent requirement in paragraph 7 meaningless.
Briarlake also contends that this interpretation is unreasonable because the
lease provides no guidance regarding the number of parking spaces that may be
assigned in connection with an office space sublease. However, we must assume
that the parties intended for every provision of the contract to have effect and should
interpret the contract so as to give effect to every provision. See Heritage Res., 939
S.W.2d at 121 (in construing contract, court presumes parties intended every clause
to have some effect). Section 1.1(q) of the lease gives Samsung the right to access
4 parking spaces for every 1,000 rentable square feet of the lease, and the lease
permits Samsung to assign interests that it holds under the leases. Thus, when
Samsung sublets office space pursuant to the terms of section 14, the square footage
of the sublet office space dictates the number of spaces that may be assigned.
16
Interpreting the lease in this fashion gives effect to every provision of the lease. See
id.
Finally, Briarlake argues that this interpretation is unreasonable because it
would permit Samsung to avoid the lease provision that requires Samsung to pay
Briarlake 50% of any excess rent Samsung receives from subtenants above the
amount Samsung pays for the subleased space. Briarlake argues that interpreting
the lease to permit the assignment of parking in connection with a sublease of office
space would allow Samsung to charge artificially low rents for office space to keep
the rent at or below the amount it pays to Briarlake, and to then make up and exceed
the difference by separately charging subtenants for parking. But a contract is not
rendered unreasonable just because a party made a deal it does not like. See
Schaefer, 124 S.W.3d at 162. Briarlake has not shown that this interpretation is
unreasonable.
Briarlake’s termination right
Briarlake argues that even if Samsung has the right to assign parking spaces
in connection with the sublease of office space, the second sentence of paragraph 7
gives Briarlake an unqualified right to terminate Samsung’s right to any parking
spaces Samsung desires to sublet or assign, even if spaces are assigned in connection
with an authorized office space sublease. Samsung, on the other hand, argues that
permitting Briarlake to terminate Samsung’s right to parking spaces even when the
17
parking spaces have been assigned in connection with an authorized office space
sublease pursuant to section 14 would render the first sentence of paragraph 7
meaningless. Samsung argues that this would be inconsistent with even Briarlake’s
own interpretation of the first sentence of paragraph 7 as permitting Samsung to
assign parking spaces to an affiliate in connection with a sublet of office space
without Briarlake’s consent. Samsung contends that to give effect to all of the
provisions of the lease, the second sentence of paragraph 7 must necessarily be read
in connection with the first sentence of paragraph 7 and understood to refer to those
circumstances in which Samsung desires to transfer parking spaces apart from a
sublease of office space.
We agree that interpreting the second sentence of paragraph 7 as giving
Briarlake an unqualified right to terminate Samsung’s right to parking spaces would
render the first sentence of paragraph 7 meaningless. Briarlake argues that its
termination right and the consent requirement are two different things. But there is
no meaningful distinction between Briarlake’s consent to an assignment of parking
spaces and Briarlake’s right to terminate Samsung’s right to those spaces. In other
words, there is no plausible scenario in which Briarlake would consent to an
assignment of parking spaces, yet terminate the right to those spaces, or vice versa.
See Frost Nat’l Bank, 165 S.W.3d at 312 (when interpreting contract, court avoids
unreasonable interpretations). If Briarlake can terminate Samsung’s right to parking
18
spaces regardless of how they are assigned, the limiting clause stating that Samsung
must get consent for the assignment of parking spaces “[e]xcept as otherwise
provided in Section 14” would have no meaning. Because Briarlake’s proposed
interpretation of the second sentence of paragraph 7 would render other parts of the
lease meaningless, it is not a reasonable interpretation. See Seagull Energy, 207
S.W.3d at 345 (in interpreting contract, court must effectuate all provisions so that
none are rendered meaningless); Heritage Res., 939 S.W.2d at 121 (in construing
contract, court presumes parties intended every clause to have some effect). To give
effect to all provisions of the lease, the second sentence of paragraph 7 must only
give Briarlake the right to terminate Samsung’s right to parking spaces that Samsung
desires to assign apart from a sublease of office space.
In short, the plain language of the lease permits Samsung to assign parking in
connection with a sublease of office space pursuant to section 14 in proportion to the
rentable square feet as set forth in section 1.1(q). The lease prohibits Samsung from
assigning or subleasing parking spaces apart from an office space sublease without
Briarlake’s consent, and permits Briarlake to terminate Samsung’s right to any
parking spaces Samsung desires to assign or sublease apart from an authorized office
space sublease. Because the lease can be given a definite and certain legal meaning
and this interpretation is not unreasonable, inequitable, or oppressive, it is
unambiguous. See Frost Nat’l Bank, 165 S.W.3d at 312. Moreover, the trial court’s
19
judgment sets forth an interpretation of the lease consistent with this analysis.
Briarlake contends that under the trial court’s interpretation of the lease, Briarlake’s
absolute right to terminate any transfer of parking spaces by Samsung is completely
eliminated from the lease, but the trial court’s judgment properly limits Briarlake’s
termination right to parking spaces Samsung desires to assign or sublet apart from
an office space sublease pursuant to section 14. Accordingly, we hold that the trial
court did not err in granting summary judgment for Samsung and denying summary
judgment to Briarlake. See FM Props., 22 S.W.3d at 872.
We overrule Briarlake’s first issue.
Because we have concluded that the lease is unambiguous and the trial court
construed it properly, we do not reach Briarlake’s second and third issues, alternative
arguments regarding ambiguity, or its fourth issue, which is cumulative of its first
three issues.2
2
In its second issue, Briarlake argues that the lease is ambiguous, but parol evidence
permitted the trial court to accept its interpretation of the lease as a matter of law.
In its third issue, Briarlake argues that the lease is ambiguous, and therefore
summary judgment for either party was improper. In its fourth issue, Briarlake
argues that the trial court erred in granting summary judgment for Samsung and
denying summary judgment for Briarlake based on the “specific points of error
above in its additional issues.”
20
Conclusion
We affirm the trial court’s judgment.
Rebeca Huddle
Justice
Panel consists of Chief Justice Radack and Justices Higley and Huddle.
21