Baker Team Properties, LLC v. Matt Wenta

In the Missouri Court of Appeals
Western District
BAKER TEAM PROPERTIES, LLC., )
Respondent, )
v. ) WD83045
)
MATT WENTA, ) FILED: October 20, 2020
Appellant. )
APPEAL FROM THE CIRCUIT COURT OF BOONE COUNTY
THE HONORABLE STEPHANIE M. MORRELL, JUDGE
BEFORE DIVISION THREE: GARY D. WITT, PRESIDING JUDGE,
LISA WHITE HARDWICK AND THOMAS N. CHAPMAN, JUDGES
Matt Wenta appeals from the circuit court’s judgment against him and in
favor of Baker Team Properties, LLC (“Baker Team”) on Baker Team’s claim for
breach of a lease and on his counterclaim asserting violations of the Missouri
Merchandising Practices Act (“MMPA”). Wenta contends that the judgment was
against the weight of the evidence. He also argues that the court erred in denying
his motion to take additional evidence after trial. For reasons explained herein, we
affirm the judgment, grant Baker Team’s motion for attorney fees on appeal, and
remand the case for further proceedings in accordance with this opinion.
FACTUAL AND PROCEDURAL HISTORY
In June 2017, Baker Team, a property management company, and Wenta
entered into a lease agreement for property located at 903 Manhattan Drive in
Columbia. The term of the lease was from August 1, 2017, to July 27, 2018. The
rent was $435 per month, and the lease provided for a late payment charge of $5
per day. Two other men occupied the property at the same time as Wenta. All
three men had separate leases.
On April 6, 2018, Baker Team’s owner and manager, Angie Baker, sent a text
to Wenta saying that she was getting ready to send out lease renewals. She asked
if Wenta wanted to come to the office to sign a lease renewal or if he wanted her to
email the renewal to him. Wenta responded, “Email would be great.”
To handle a lease renewal by email, Baker uses DocuSign, a subscription-
based website that allows her to have her tenants electronically sign documents.
Wenta electronically signed the lease renewal via DocuSign on May 2, 2018. Later,
Baker downloaded Wenta’s electronically-signed renewal to Baker Team’s
computer system and printed a copy of the renewal. Baker then moved Wenta’s
renewal file from Baker Team’s DocuSign inbox folder to another DocuSign folder
to make it easier to review items in her inbox, as she has many renewals sent to her
by tenants.
When Baker moved Wenta’s renewal file from her inbox to another folder on
DocuSign on May 19, 2018, DocuSign sent an automated email to Wenta saying,
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“Angie Baker voided Please DocuSign: 903 Manhattan Matt lease renewal.doc.”
The email also stated:
Please DocuSign: 903 Manhattan Matt lease renewal.doc has been
voided for the following reason:
Envelope has been deleted and was therefore automatically voided.
According to Baker, the meaning of the “void” email is explained in the “Help”
section of the DocuSign website, and there was a link to the website that Wenta
could have clicked on to access this information. In Baker’s experience working
with DocuSign, when she moves a file from her inbox to the storage folder on
DocuSign, DocuSign generates an automated message stating that the transaction
is “void,” which means only that no further signature activity can take place for that
transaction. It does not remove the signed document from the DocuSign system.
Wenta’s signed renewal continued to be viewable on DocuSign.
On June 19, 2018, one month after Wenta received the “void” email, Wenta
forwarded the “void” email to Baker and said, “Just curious as to why was this
voided or if this was an email I was not supposed to receive.” Six minutes later,
Baker responded to Wenta, “I’ll check tomorrow but you signed a different one.”
By this response, Baker meant that she had paper and electronic copies of Wenta’s
signed renewal. The next day, Baker took a picture with her phone of the paper
copy of Wenta’s signed renewal and sent it by text message to Wenta, explaining
that it was the renewal he had signed, that he was “good to go,” and that his
renewal was “fine.”
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Wenta paid the $435 rent for August 2018. He did not mention the “void”
email again until he sent an email to Baker on August 29, 2018, informing her that
he was moving out of the property on August 31, 2018. In his email, he stated, in
pertinent part, “As you know my lease . . . expired on July 27th and I’m paid in full
through August.” He continued:
Since my lease has expired, you voided the renewal notice on May 19,
we never established a written agreement to extend the Lease, and you
are now renting the house to two individuals, . . . I will be moving out
of the premises at the end of the month this Friday, August 31st.
In response, Baker sent him an email stating, “I sent you a text of the renewal you
signed. You can move out, but you are still responsible for rent every month until
July 2019. Let me know what you are doing.” Wenta responded by email, again
asserting that the May 19 “void” email voided his signed lease renewal. Wenta
also asserted, among other things, that the lease required that both parties execute
the renewal agreement, and that both parties had not. Wenta told Baker that he
would call her later that afternoon to “resolve any misunderstandings,” but he
never called.
Instead, Baker had an email exchange with Wenta’s father, in which Wenta’s
father asserted that Wenta’s original lease expired on July 27, 2018, Wenta
continued on as a month-to-month tenant in August 2018, and the parties did not
sign a written agreement to renew or extend the original lease. Baker informed
Wenta’s father that Wenta renewed the lease for another year “when he signed that
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document on May 2nd.” Wenta moved out of the property on August 31, 2018, and
returned the keys for the property to Baker Team’s office.
Baker Team filed a petition for breach of a lease against Wenta on September
27, 2018. In its petition, Baker Team asserted that Wenta’s lease did not expire until
July 27, 2019, and that he was liable for rent through the termination of the lease on
that date. Baker Team requested unpaid rent of $435 per month, late payment
charges of $5 per day, a premises damage/carpet cleaning fee of $50, and
reasonable attorney fees. In his answer, Wenta alleged that the lease ended on
July 27, 2018, and denied that he and Baker Team had extended or renewed the
lease. Wenta asserted counterclaims for failure to return his security deposit and
for violations of the MMPA.1
A bench trial was held, during which Baker and Wenta testified. The court
entered judgment on June 5, 2019, in favor of Baker Team on its claim and on
Wenta’s counterclaims. The court ordered Wenta to pay past-due rent through
June 2019 of $4,785; late payment charges through June 3, 2019, of $1,380; carpet
cleaning charges of $50; attorney fees of $2,315; and court costs of $107, for a
subtotal of $8,637. After the court credited Wenta $435 for his security deposit, the
net total judgment against Wenta was $8,202. Wenta filed a motion for new trial
and to open the judgment and take additional evidence, which the court denied.
Wenta appeals.
1
Wenta asserted the failure to return his security deposit as both a separate claim and as an “unfair
practice” in his claim alleging violations of the MMPA.
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STANDARD OF REVIEW
In this bench-tried case, we will affirm the circuit court's judgment unless
there is no substantial evidence to support it, it is against the weight of the
evidence, or it erroneously declares or applies the law. Murphy v. Carron, 536
S.W.2d 30, 32 (Mo. banc 1976). In his first two points, Wenta contends the
judgment was against the weight of the evidence. “Appellate courts act with
caution in exercising the power to set aside a decree or judgment on the ground
that it is against the weight of the evidence.” Ivie v. Smith, 439 S.W.3d 189, 205
(Mo. banc 2014). An against-the-weight-of-the-evidence claim “presupposes that
there is sufficient evidence to support the judgment.” Id. (citation omitted). Thus,
in reviewing such a claim, we will reverse on appeal “only in rare cases,” when we
have “a firm belief that the decree or judgment is wrong.” Id. at 206. “A circuit
court’s judgment is against the weight of the evidence only if the circuit court could
not have reasonably found, from the record at trial, the existence of a fact that is
necessary to sustain the judgment.” Id. “When the evidence poses two reasonable
but different conclusions, appellate courts must defer to the circuit court’s
assessment of that evidence.” Id.
In reviewing the record in an against-the-weight-of-the-evidence challenge,
we defer “to the circuit court’s findings of fact when the factual issues are contested
and when the facts as found by the circuit court depend on credibility
determinations.” Id. We defer to the circuit court’s credibility determinations
because it “is in a better position to weigh the contested and conflicting evidence in
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the context of the whole case” and to judge the demeanor, sincerity, and character
of the witnesses. Id. We recognize “that the circuit court is free to believe all,
some, or none of the evidence offered to prove a contested fact,” and we “will not
re-find facts based on credibility determinations through [our] own perspective.”
Id. Evidence contrary to the circuit court’s judgment that is not based on a
credibility determination can be considered in reviewing an against-the-weight-of-
the-evidence challenge. Id.
In his third point, Wenta alleges the court erred in denying his motion for
new trial and to open the judgment to take additional evidence. “A circuit court has
wide discretion in deciding whether to grant a motion to reopen a case for the
admission of additional evidence,” and we will not interfere with that decision
unless we find an abuse of discretion. Union Elec. Co. v. A.P. Read Homes, LLC, 485
S.W.3d 773, 778 (Mo. App. 2016). An abuse of discretion occurs only “when the
trial court’s ruling is clearly against the logic of the circumstances before the court
at the time and is so unreasonable and arbitrary that it shocks one’s sense of justice
and indicates a lack of careful consideration.” Beverly v. Hudak, 545 S.W.3d 864,
869 (Mo. App. 2018).
ANALYSIS
In Point I, Wenta contends the circuit court erred in entering judgment in
favor of Baker Team on its claim for breach of lease. He argues that the judgment
was against the weight of the evidence because the lease terminated on July 27,
7
2018, was not renewed in accordance with its terms and, as a result, became a
month-to-month lease after that time.
We interpret the language of a lease de novo. Brittany Sobery Family Ltd.
P’ship v. Coinmach Corp., 392 S.W.3d 46, 50 (Mo. App. 2013). “When interpreting
lease agreements, we follow the rules of construction governing contract[s].” Id. If
the plain language of the agreement is clear, unambiguous, and addresses the
matter in dispute, that language controls, and the inquiry ends. Id.
The language of the lease in this case provided that its termination date was
July 27, 2018. Paragraph 30 of the lease stated:
Absent lessor’s execution of a new lease with lessee or the
parties’ written agreement to renew or extend this lease, this lease
shall expire on the termination date stated in paragraph 5, and lessee
shall vacate the premises on the termination date. If lessee retains
possession of the premises beyond the termination date and lessor
thereafter accepts rent for any period after the termination date, this
lease shall continue on the same terms and conditions, but the term
shall be month-to-month.
Under the plain language of paragraph 30, if Wenta wished to remain on the
property after July 27, 2018, he had three options: (1) execute a new lease with
Baker Team; (2) enter into a written agreement with Baker Team to renew or extend
the lease; or (3) retain possession after the termination date, continue to pay rent
and, if Baker Team accepted the rent, become a month-to-month tenant. Baker
Team offered Wenta option (2) when it presented him with a lease renewal
agreement for his signature in May 2018. The lease renewal agreement informed
Wenta that his lease was up for renewal on July 27, 2018, and that the monthly rent
8
would stay at $435. The form then instructed Wenta to check the appropriate box
beside the statements, “I WILL renew the lease for 903 Manhattan Dr through July
27, 2019,” or “I WILL NOT renew and my lease will expire July 27, 2018.” The form
further instructed Wenta to sign on the designated line. Wenta checked that he
would renew the lease through July 27, 2019, and he electronically signed the form.
Wenta argues that the lease renewal agreement was insufficient to constitute
a “written agreement” to renew the lease because Baker Team did not sign it.
“Whether an unsigned writing constitutes a binding contract usually depends on
the intention of the parties.” Sanders v. Dewitt, 579 S.W.2d 707, 711 (Mo. App.
1979). “The object of a signature is to show mutuality or assent which may be
shown in other ways as, for example, by acts or conduct of the parties.” Id.
“Whether a party has accepted the terms of a contract in the absence of a signature
is thus a question of fact.” Baier v. Darden Rests., 420 S.W.3d 733, 738 (Mo. App.
2014).
Baker testified that her lease renewal agreements do not contain a signature
line for the company. She testified that the agreements do not require the
company’s signature because, “[i]f we send a lease renewal out, we are agreeing to
renew the lease as the company.” The circuit court was free to accept Baker’s
testimony as to Baker Team’s intent, and we defer to its decision to do so. See id.
at 739. Thus, no signature from a representative of Baker Team was required, as
Baker Team’s assent to renewal of the lease was shown by Baker’s conduct in
sending the renewal agreement to Wenta and asking him to sign it after Wenta
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responded affirmatively to Baker’s inquiry as to whether he wanted to renew the
lease.
Wenta asserts that a provision in paragraph 42(c) of the lease stating that “no
modification of this lease shall be binding unless evidenced by an agreement in
writing signed by lessor and lessee” required that the lease renewal be signed by
both parties. This provision has no relevance to this dispute because it concerns a
modification of the lease. The plain and ordinary meaning of the word
“modification” is “the making of a limited change in something.” Modification,
Merriam-Webster Online Dictionary, https://www.merriam-
webster.com/dictionary/modification (last visited October 14, 2020). The renewal
agreement did not change the terms and conditions of the lease2; instead, it simply
renewed the same lease for another year. The court’s implicit finding that the lease
renewal electronically signed by Wenta on May 2, 2018, constituted a valid written
agreement to renew the lease pursuant to the lease’s terms was not against the
weight of the evidence.
Wenta contends, however, that the weight of the evidence established that
Baker Team subsequently voided the renewal agreement on May 19, 2018, when
DocuSign sent him the “void” email. It is true that Wenta received an email stating,
2
Because the renewal option in paragraph 30 did not specify the terms and conditions of renewal, “a
renewal ‘on the same terms and conditions is imported and implied.’” K.C. Air Cargo Servs., Inc. v.
City of Kansas City, 523 S.W.3d 1, 7 n.4 (Mo. App. 2017) (quoting Davison v. Rodes, 299 S.W.2d 591,
595 (Mo. App. 1956)).
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“Angie Baker voided Please DocuSign: 903 Manhattan Matt lease renewal.doc,”
and:
Please DocuSign: 903 Manhattan Matt lease renewal.doc has been
voided for the following reason:
Envelope has been deleted and was therefore automatically voided.
Baker testified, however, that the “void” email was automatically generated by
DocuSign in response to her moving Wenta’s file to a different folder and that Baker
Team had not voided Wenta’s renewal. Indeed, Baker testified that, when Wenta
inquired about the meaning of the “void” email in June 2018, she responded to him
by sending him a picture of the paper copy of his signed renewal and explaining to
him that he was “good to go” and that his renewal was “fine.” The court chose to
accept Baker’s testimony that Baker Team did not void Wenta’s renewal and that
Baker promptly told Wenta that his renewal remained valid. Again, we defer to the
court’s credibility determination on this issue.
Pursuant to the valid renewal agreement, Wenta was liable for rent on the
property through July 27, 2019. He paid rent only through August 2018. Therefore,
the court’s judgment finding in favor of Baker Team on its breach of lease claim and
awarding Baker Team damages in the amount of $8,202 for past-due rent, late
payment charges, carpet cleaning charges, attorney fees, and court costs, less
Wenta’s security deposit, was not against the weight of the evidence. Point I is
denied.
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In Point II, Wenta contends the court erred in entering judgment against him
on his counterclaim for violations of the MMPA. He argues that the judgment was
against the weight of the evidence because Baker Team made a misrepresentation
to him about the “void” email and that Baker Team failed to return his security
deposit in violation of Section 535.300, RSMo 2016,3 which he also alleges was an
“unfair practice” in violation of Section 407.020, RSMo Supp. 2017.
With regard to his misrepresentation claim, Wenta asserts that, in response
to his inquiry into the meaning of the “void” email, Baker’s initial statement to him
that he “signed a different one” was a misrepresentation because there was only
one lease renewal. In her testimony, Baker explained that what she meant by this
statement was that she had paper and electronic copies of Wenta’s signed renewal.
While Baker’s statement to Wenta that he “signed a different one” may have been
inartfully worded, it was not a misrepresentation. Despite DocuSign’s “void” email,
Wenta’s signed renewal was still in existence, and Baker communicated that fact to
Wenta the next day by sending him a picture of a paper copy of his signed renewal
and assuring him that his renewal was “fine.” The court’s judgment denying
Wenta’s MMPA claim based upon an alleged misrepresentation was not against the
weight of the evidence.
Moreover, because the termination date of Wenta’s renewed lease was July
27, 2019, Baker Team did not violate Section 535.300.3’s requirement that it return
3
All statutory references are to the Revised Statutes of Missouri 2016, unless otherwise indicated.
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the full amount of the security deposit to Wenta or furnish an itemized list of the
damages for which any portion of the security deposit was withheld within 30 days
after the termination date of the tenancy. Therefore, the court’s judgment denying
Wenta’s MMPA claim based upon an alleged violation of Section 535.300 was not
against the weight of the evidence. Point II is denied.
In Point III, Wenta contends the circuit court abused its discretion in denying
his motion for a new trial and to open the judgment to take additional evidence. He
argues that the additional evidence concerns the meaning of DocuSign’s “void”
email and, therefore, was material and “might substantially affect the merits of the
case.”
Rule 78.01 provides that, “[o]n a motion for a new trial in an action tried
without a jury, the court may open the judgment if one has been entered, take
additional testimony, amend findings of fact or make new findings, and direct the
entry of a new judgment.” In his motion, Wenta sought to present additional
evidence that he found upon reviewing DocuSign’s website and the DocuSign User
Guide concerning the “voiding” of an “envelope/agreement.” Specifically, Wenta
wanted to present evidence that, “if the DocuSign User who sent the
envelope/agreement thereafter deletes the envelope/agreement, DocuSign explicitly
states that ‘Deleting an envelope that you sent cancels any outstanding signing
activities and voids the transaction.’” Based upon this language, Wenta argued
that, “DocuSign clearly states that once a transaction is ‘Voided,’ the transaction is
terminated and cannot be reinstated.” Wenta asserts that this additional evidence
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was material and would have substantially affected the merits of this case, and its
presentation would not have inconvenienced the court; therefore, the court should
have sustained his motion to take additional evidence. We disagree.
Wenta does not claim that this evidence should have been admitted because
it was “newly discovered evidence.” Indeed, he does not assert that this evidence
was unavailable to him before the court entered its judgment, and he offers no
explanation for why he did not present this evidence at trial. Instead, like the
movants in Union Electric Company and Forney v. Missouri Bridge and Concrete,
Inc., 112 S.W.3d 471, 475 (Mo. App. 2003), Wenta appears to be seeking “to present
evidence that could have, and should have, been presented at trial.” Union Elec.
Co., 485 S.W.3d at 779. “Courts cannot reopen cases merely because a party has
had a change of heart regarding the importance of evidence it chose not to
introduce when it first had the opportunity to do so.” Forney, 112 S.W.3d at 475-76
(citation omitted). The court did not abuse its discretion in denying Wenta’s motion
for a new trial and to open the judgment to take additional evidence. Point III is
denied.
Baker Team filed a motion for an award of attorney fees on appeal, which we
have taken with the case. “We may award attorney’s fees on appeal if they are
authorized by the written agreement that is the subject of the issues on appeal.” Rx
Recalls, Inc. v. Devos Ltd., 317 S.W.3d 95, 96-97 (Mo. App. 2010). Under the terms
of the lease, Baker Team is entitled to an award of attorney fees. While we “have
the authority to allow and fix the amount of attorney’s fees on appeal, we exercise
14
this power with caution, believing in most cases that the trial court is better
equipped to hear evidence and argument on this issue and determine the
reasonableness of the fee requested.” Dumler v. Nationstar Mortg., LLC, 585
S.W.3d 343, 354 (Mo. App. 2019) (citation omitted). Therefore, we remand the case
to the circuit court to conduct a hearing to determine the amount of Baker Team’s
reasonable attorney fees on appeal and to enter judgment accordingly.
CONCLUSION
The judgment is affirmed. Baker Team’s motion for an award of attorney
fees on appeal is granted, and the case is remanded for further proceedings in
accordance with this opinion.
LISA WHITE HARDWICK, JUDGE
ALL CONCUR.
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