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Lumpkins v. CSL Locksmith

November 22, 2006

MARIA C. LUMPKINS AND CSL PROPERTY, LLC, APPELLANTS,
v.
CSL LOCKSMITH, LLC, APPELLEE.



Appeal from the Superior Court of the District of Columbia (CA-8794-03) (Hon. Melvin R. Wright, Trial Judge).

The opinion of the court was delivered by: Farrell, Associate Judge

Argued October 12, 2006

Before FARRELL, RUIZ, and FISHER, Associate Judges.

This appeal is from the grant of summary judgment to appellee CSL Locksmith, LLC in an action brought by appellant Maria C. Lumpkins for, inter alia, a declaratory judgment regarding the meaning and validity of a commercial lease under which CSL Locksmith occupies, and claims the right to occupy, a building. On appeal, Ms. Lumpkins - together with appellant CSL Property, LLC - contends that triable issues of fact remain concerning (1) the meaning of the termination clause of the lease in light of the circumstances surrounding its drafting; (2) whether a mistake was made in the signing of the lease such that reformation or rescission is warranted; and (3) whether CSL Locksmith, through its principal Michael Conway, fabricated or altered the lease under which it occupies the building. The trial judge, we hold, correctly concluded that the termination provision of the lease unambiguously supports CSL Locksmith's right to remain in the building, so that a prior unsigned, differing version of that provision would be inadmissible to impeach it. We further hold that appellants proffered insufficient evidence as a matter of law to meet their heightened burden of showing entitlement to rescission or reformation or that the lease in question had been fabricated. We therefore affirm the grant of summary judgment.

I.

Through a company they formed in 1999 named CSL Property, LLC, brothers John Thomas ("Rocky") and Warren R. ("Bobby") Lumpkins jointly owned a building at 1104 9th Street, N.W. Beginning in March 1999, the building was occupied by CSL Locksmith, LLC, also a company jointly owned by the brothers, under a lease that is the subject of this controversy. According to documentary and deposition testimony presented by the parties, Brett Orlove, Rocky Lumpkins' attorney, prepared successive drafts of the lease, each identified by date. (The respective dates appeared in a "footer" at the bottom of each hard copy page of the computer document.) As relevant here, the drafts differed only with respect to paragraph XIII, entitled Assignment and Subletting, which specified a condition or conditions for termination of the lease by the landlord. The two drafts dated "3/25/99" and "4/16/99" each provided in that paragraph:

In the event this Lease has been assigned or all of the Premises have been sublet, Landlord shall have the right to terminate this Lease upon ninety days' prior notice to tenant in the event Landlord has executed a valid contract to sell the building.

The "4/19/99" draft, by contrast, defined the right to terminate in paragraph XIII as follows:

In the event this Lease has been assigned or all of the Premises have been sublet, or in the event Landlord has executed a valid contract to sell the Building, Landlord shall have the right to terminate this Lease upon ninety days' prior notice to Tenant.

A note from attorney Orlove to Rocky accompanying this draft stated, "Revised as discussed," which Orlove testified in deposition reflected changes having "to do with the right to terminate the lease" that he had made after discussion with Rocky.

As they appear in the record, none of the three draft leases was signed by Rocky or Bobby Lumpkins.

In June 1999, Bobby sold his 50% interest in CSL Locksmith to Michael Conway for $300,000, and Rocky and Conway signed an amended Operating Agreement to run CSL Locksmith. When Rocky died unexpectedly in March 2001, the Agreement required CSL Locksmith (through Conway as sole surviving member) to buy out Rocky's 50% share. Conway initially balked, and instead filed a claim for $300,000 against Rocky's estate in Maryland Orphans' Court, asserting that Rocky had breached an oral agreement whereby he and Conway would each name the other as beneficiary of $300,000 in life insurance. Conway later dismissed his suit and purchased Rocky's share of the business.

In Spring 2003, Rocky's widow, Maria Concepcion Lumpkins (referred to by the parties as Conchita), received an offer to buy her share of the 1104 9th Street property.

When she apparently sought to invoke the termination paragraph of the 4/19/99 draft lease against CSL Locksmith, Conway produced a lease agreement containing a paragraph XIII identical in language to the 3/25/99 and 4/16/99 drafts; this agreement bore a footer date of 6/29/00. The lease was signed under seal by Rocky on behalf of both CSL Property and CSL Locksmith as manager of each; and in keeping with the first two drafts prepared by Orlove, it conditioned the landlord's right to terminate on the twin events of a sale of the building by the landlord and assignment of the lease or subletting of the ...


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