ALTA VISTA PROPERTIES, LLC, Plaintiff-Appellant.
MAUER VISION CENTER, P.C., Defendant-Appellee.
Appeal from the Iowa District Court for Black Hawk County, David F. Staudt, Judge.
A landlord appeals the district court's order awarding summary judgment to the tenant, finding the lease unambiguous on the issue of the landlord's right to access the property for the purpose of showing the property to a potential buyer.
Corey R. Lorenzen and Kate B. Mitchell of Beecher, Field, Walker, Morris, Hoffman & Johnson, P.C., Waterloo, for appellant.
Diane Kutzko, Donald L. Johnson, and Scott M. Wadding of Shuttleworth & Ingersoll, PLC, Cedar Rapids, for appellee.
Considered by Vogel, P.J., and Mullins and McDonald, JJ.
Alta Vista Properties, LLC, the landlord, appeals the district court's order awarding summary judgment to Mauer Vision Center, P.C., the tenant. On appeal, Alta Vista argues its commercial lease with Mauer contains ambiguities; therefore, the district court should have considered its relevant extrinsic evidence. Alta Vista asserts the extrinsic evidence would have shown it had the implied right to access the leased property for the purpose of showing the property to a potential buyer. We affirm.
I. BACKGROUND FACTS AND PROCEEDINGS.
In October 2003, Mauer and I4NI L.L.C. entered into a lease for a commercial property located in Waverly. The lease provided Mauer, as tenant, with the right to the property for a term starting November 2003 and ending April 2019. In June 2006, Mauer and I4NI amended the lease to provide Mauer with the option to extend at the end of the lease term. The other provisions of the lease remained unchanged. That same month, I4NI assigned its interest in the lease to Alta Vista when it purchased the property. Mauer had permitted I4NI to show the property to Alta Vista before Alta Vista made the decision to purchase the property.
In May 2012, Alta Vista contacted Mauer to ask for permission to show the property to a prospective buyer. Mauer declined that request and two subsequent requests. Alta Vista alleges that Mauer's denial of access to the property blocked its sale of the property. Alta Vista then filed its petition in this case. In December 2012, Mauer filed a motion for summary judgment. Alta Vista filed an amended petition, a resistance to the summary judgment, and a cross-motion for summary judgment. Mauer then filed a motion to strike the affidavit of one of the original owners of I4NI. The district court held an unreported hearing in January 2013. In February the court issued a written ruling in which it granted Mauer's motion for summary judgment, overruled Alta Vista's motion for summary judgment, and overruled Mauer's motion to strike as moot. This appeal followed.
The focus of the controversy is on the lease establishing the landlord and tenant relationship between Alta Vista and Mauer. The first provision at issue is paragraph 12(B):
Landlord, during the last ninety (90) days of this Lease, or any extension, shall have the right to maintain in the windows or on the building or on the premises a "For Rent" or "For Sale" sign, and Tenant will permit, at such time, prospective tenants or buyers to enter and examine the premises.
The other provision at issue is paragraph 18:
Landlord covenants that Landlord's estate in said Premises is in fee simple; and that the Tenant on paying the rent herein reserved and performing all the agreements by the Tenant to be performed as provided in this Lease, shall and may peaceably have, hold and enjoy, the ...