Before Schwelb and Washington, Associate Judges, and Ferren, Senior
The opinion of the court was delivered by: Ferren, Senior Judge
Appeal from the Superior Court of the District of Columbia (Hon. Ellen Segal Huvelle, Trial Judge)
This appeal arises from a dispute between appellant, Capital City Mortgage Corporation (landlord), and appellee, Habana Village Art & Folklore, Inc. (tenant), regarding the parties' respective responsibilities under a commercial lease when the heating and cooling units ceased to function, they could not be repaired, and the tenant demanded their replacement by the landlord - who refused - during the lease term. After a bench trial, the court concluded that the lease was ambiguous and thus admitted extrinsic evidence to determine whether the landlord or the tenant was responsible for the replacement of non-reparable heating and cooling units within the leased premises. On the basis of that evidence, the trial court ruled for the tenant. We conclude, to the contrary, that the lease agreement was not ambiguous. Its plain language allocates the contested responsibility to the tenant - contingent on the tenant's election to replace the units; no question of a mandatory duty to replace the units during the lease term, or at its end, is presented. The trial court accordingly erred in admitting the extrinsic evidence that suggested a different result. Hence, we reverse the judgment and remand for further proceedings.
On December 22, 1995, landlord and tenant entered into a lease of commercial property at 1834 Columbia Road, N.W., for operation of a restaurant and night club. Among other things, the lease provided:
¶18. That [the Tenant] will, at his risk, cost and expense, during the term of this agreement or any renewal or extension thereof, make all repairs or improvements to said premises as same become necessary or are required, except repairs to the roof not caused by the negligence of the Tenant, which Landlord will make when necessary and upon notice.
There was an additional, typed provision at the end:
The property is to be leased in "as is" condition except that the lessor is to repair the fire escape and roof. The lessee is to perform all minor and major maintenance.
The lease also contained the following two clauses:
¶25. The lessee agrees that no representations other than that (sic) contained herein have been made.
It is further understood and agreed, that this instrument contains the entire agreement between the parties hereto and shall not be modified in any manner except by an instrument in writing executed by the parties hereto . . . .
A dispute arose between landlord and tenant regarding responsibility for replacement of the heating and cooling units, which had failed and (both parties agree) could not be repaired. The tenant withheld rent because of the landlord's refusal to replace the defective units. The landlord accordingly filed a complaint for possession of the premises in the Landlord Tenant Branch, and the case went to trial on January 28, 1998. The court sustained the complaint and awarded the landlord $11,000 for unpaid rent. ...