Argued Oct. 23, 2012.
[Copyrighted Material Omitted]
Peggy A. Marquardt, with whom Michael Brand, Washington, DC, was on the brief, for appellants.
Eric A. Eisen, Bethesda, MD, for appellees Nathan Robert Ackerman, The Nathan Robert Ackerman Family Trust, and The Muriel Ackerman Family Trust.
James L. Parsons, Jr., with whom Joseph A. Lynott, III, Rockville, MD, and Brian D. Riger, Bethesda, MD, were on the brief, for appellee 1826 Bladensburg Road, LLC.
Before FISHER, OBERLY, and McLEESE, Associate Judges.
FISHER, Associate Judge:
Appellants Abdelilah Abdelrhman and Iron Cab, Inc., challenge the dismissal of their lawsuit arising from a dispute over a lease of commercial property. They also claim that they were wrongfully evicted from the property. We disagree and affirm the judgments.
The present dispute arose from a commercial lease of property located at 1810 Bladensburg Road, Northeast, which appellant Abdelrhman intended to use for his auto repair business, Iron Cab, Inc. In March 2010, Richard Ackerman, acting on behalf of the owners, negotiated a five-year lease of the property with Abdelrhman.
The original version of the lease included a handwritten clause that stated: " Sale of property. In the event property is under
contract to be sold, lessor will provide lessee 60 day notice before terminating lease w/ option to renegotiate lease with new owners." Abdelrhman refused to sign anything that allowed unilateral termination of the lease by a subsequent purchaser of the property.
Ackerman then presented Abdelrhman with a revised agreement that omitted the earlier handwritten provision but included an addendum:
In the event of any sale of the Building, Building Area, or any part thereof, by virtue of judicial proceedings or otherwise, this Lease Agreement shall, at the option of the purchaser, continue in force and effect and tenant thereunder will, upon request, acknowledge the purchaser or purchasers as landlords hereunder.
Abdelrhman signed the revised agreement and this addendum on April 7, 2010. Both versions of the lease included a paragraph twenty-one entitled " Heirs, Assigns, Successors," which stated, " This lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties." Abdelrhman's lease term began May 1, 2010.
In July 2010, Ackerman proposed another amendment to the April 7 lease, ostensibly to facilitate transfer of the property to a future purchaser. The proposed amendment stated in pertinent part, " The parties have agreed to modify the Lease ... to clarify the rights of the purchaser of the termination provisions in the Lease in the event the Premises or building in which such Premises shall be sold," and provided that a third party purchaser could terminate the lease with thirty days' notice. Abdelrhman refused to sign the amendment.
Sometime in September 2010, a man named Andy Schaeffer told Abdelrhman that a company called 1900 Bladensburg Road Limited Partnership intended to purchase the property and offered him $120,000 as a " Lease Termination Fee" to vacate early, but Abdelrhman refused. Abdelrhman would later learn that Schaeffer was also an agent of 1826 Bladensburg Road, LLC [hereinafter " Bladensburg" ], which purchased the property from the Ackermans in December 2010.
After the sale of the property, Bladensburg terminated the lease and served appellant Abdelrhman with notice to quit. The process server submitted an affidavit attesting that he made two attempts at personal service at the property during business hours. When those attempts failed, he posted notices to quit at the property and at appellant's home, and mailed notices to both addresses. Abdelrhman acknowledged that he had received both mailed copies of the notice.
Bladensburg sued for possession. Appellants then sued both Bladensburg and the Ackermans in a separate action, and the suits were consolidated. In their complaint, appellants requested a declaratory judgment that they were entitled to remain on the premises because Bladensburg was not entitled to terminate the lease unilaterally. They also alleged that Bladensburg had breached the contract, the duty of good faith and fair dealing, and the covenant of quiet enjoyment, and that the Ackermans had breached the duty of good faith and fair dealing. Appellants also claimed wrongful eviction due to invalid service of the notice to quit.
Superior Court Judge Ramsey Johnson dismissed appellants' claims against the
Ackermans for failure to state a claim on which relief could be granted, stating, " the language of the Addendum clearly gives a third party purchaser the option of enforcing or terminating the Lease." In a subsequent omnibus order, Judge Johnson denied appellants' motion to reconsider and dismissed all of appellants' claims against appellee Bladensburg. The trial court based its judgment on the clarity of the Lease Addendum's language: " granting a third party purchaser the option to continue the Lease also means giving it the option to terminate it and ... no reasonable person could find otherwise." After a hearing on September 9, 2011, the trial court also orally granted ...