BV Retail, LLC v. James Donnelly, No. 13-2335 (4th Cir. 2014)
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UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 13-2335 BV RETAIL, LLC, Plaintiff Appellee, v. JAMES M. DONNELLY; STACY D. TAKATS Defendants - Appellants. Appeal from the United States District Court for the Western District of North Carolina, at Charlotte. David Shepardson Cayer, Magistrate Judge. (3:12-cv-00348-DSC) Submitted: August 28, 2014 Decided: September 12, 2014 Before KING and THACKER, Circuit Judges, and HAMILTON, Senior Circuit Judge. Affirmed by unpublished per curiam opinion. Fred M. Wood, Jr., C. Bailey King, Jr., Timothy P. Lendino, SMITH MOORE LEATHERWOOD LLP, Charlotte, North Carolina, for Appellant. William R. Terpening, Matthew S. DeAntonio, Jonathan E. Schulz, NEXSEN PRUET, PLLC, Charlotte, North Carolina, for Appellee. Unpublished opinions are not binding precedent in this circuit. PER CURIAM: A jury returned a verdict of $126,908.27 against James M. Donnelly and Stacy D. Takats (the Donnellys). The jury determined that a Termination of Lease (Termination Agreement) did not extinguish the Donnellys obligations as guarantors of a lease between BV Retail, LLC (BV Retail) and Emerson Joseph, LLC (Emerson Joseph). the district court The Donnellys now appeal, arguing that erred when judgment as a matter of law. * The Donnellys it denied their post-verdict We affirm. were owners of Emerson Joseph, leased space in a shopping center owned by BV Retail. which As part of the transaction, the Donnellys signed a Guaranty of Lease (Guaranty), Emerson in Joseph s which they rent. personally Emerson Joseph difficulties and fell behind on its rent. guaranteed payment encountered of financial Subsequently, Emerson Joseph and BV Retail executed the Termination Agreement. BV Retail sued to enforce the Guaranty, claiming that the Donnellys were liable as guarantors for rent and other fees. The Donnellys moved for summary judgment, asserting that the Termination Agreement under the Guaranty. plainly extinguished their obligations The district court ruled that a genuine * Although BV Retail disputes that such a post-verdict motion was made, the district court docket sheet reflects that it was. We accordingly will review the denial of the motion. 2 issue of material fact existed on this issue. Accordingly, the court denied the Donnellys motion for summary judgment. Following Termination obligations. trial, Agreement the did jury not determined extinguish that the the Donnellys The verdict of $126,908.27 represented primarily the amount of unpaid rent accrued prior to execution of the Termination Agreement. Following the verdict, the Donnellys moved for judgment as a matter of law, again asserting that the Termination Agreement clearly and obligations under the Guaranty. unambiguously ended their The district court denied the motion. On appeal, the Donnellys claim that the district court erred when it denied their motion. We review de novo the legal conclusions upon which the district court s denial . . . [was] premised. Belk, Inc. v. Meyer Corp. U.S., 679 F.3d 146, 164 (4th Cir. 2012). Application of basic contract principles compels our conclusion that the district court s ruling was correct. The Termination Agreement provided, As of October 28, 2011 . . . , the Lease shall be terminated and the Leased Premises shall be surrendered to Landlord by Tenant. Accordingly, neither Landlord nor Tenant shall have any further duties, obligations, or liabilities under the Lease from and after the Termination Date. Further, various provisions of the Guaranty provide that 3 the Donnellys liability as guarantors would survive an event such as a lease termination. For instance, the Guaranty states that it is a continuing Guaranty, and the liability of the Guarantor diminished . . by . shall reason in no way . . . of be any affected, dealings, modified or transactions, matters or things occurring between the Landlord and Tenant. The Guaranty additionally states that its validity . . . and the obligations of the Guarantor . . . shall not in any way be terminated . . . by reason of the termination of the Lease so long as the Tenant continues to be liable. The above passages, construed together, strongly suggest that Emerson Joseph was released from its obligation under the Lease for rent accrued after October 28, 2011, but that Emerson Joseph and the liable for past-due rent. Donnellys as guarantors remained The district court did not err in concluding that the Termination Agreement did not, as a matter of law, extinguish the Donnellys obligations under the We with oral Guaranty. We accordingly affirm. dispense argument because the facts and legal contentions are adequately presented in the material before the court and argument would not aid the decisional process. AFFIRMED 4
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