United Park Assoc. v. Ringuette

United Park Assoc. v. Ringuette  (97-236); 168 Vt. 603; 719 A.2d 884

[Filed 31-Aug-1998]

                                 ENTRY ORDER

                       SUPREME COURT DOCKET NO. 97-236

                              MARCH TERM, 1998


United Park Association              }       APPEALED FROM:
                                     }
                                     }
     v.                              }       Chittenden Superior Court
                                     }
Donna Ringuette, et al.              }
                                     }       DOCKET NO. S9-97CnC


       In the above-entitled cause, the Clerk will enter:

       Defendant Donna Ringuette, administratrix of the estate of Gerald
  McGuire, appeals the superior court's order enjoining the closure of
  McGuire's Mobile Home Park before July 1, 2000. The trial court relied on
  an option to renew contained in a 1992 lease agreement to determine that
  plaintiff mobile home tenants had a right to remain in the park until July
  2000.  We reverse based on our conclusion that later lease agreements
  superseded the option to renew contained in the 1992 lease agreement.

       In the late 1950's, McGuire's sister began operating a five-unit
  mobile home park.  At some point in the late 1970's or early 1980's,
  McGuire acquired his sister's interest in the park.  Up until 1992, McGuire
  and the tenants had not entered into written lease agreements.  The monthly
  lot rent had remained $55 since the 1960's, and thus was far below the
  average mobile home park lot rent in Chittenden County.  On July 1, 1992,
  at McGuire's request, the tenants -- including plaintiff Paul Pepin,
  plaintiff Katherine Kalanges, George Pepin, and Lucky Kalanges -- signed
  standard lease agreements providing for a month-to-month tenancy.  At some
  point, the following provision was typed between the phrase "WITNESSETH as
  follows" and the first numbered paragraph of each lease: "ONE YEAR LEASE
  with option to renew/extend said one year lease for an additional seven
  years."  In September 1992, Lucky Kalanges sold his mobile home and
  assigned his lease to plaintiff Sydney Williams.

       Sometime in 1993, Ringuette, McGuire's niece, began helping her uncle
  with the operation of the park.  In January 1994, McGuire signed a power of
  attorney authorizing his niece to manage the park's financial affairs. 
  Although his eyesight and general health were deteriorating at that point,
  McGuire knew what he was doing when he signed the power of attorney.  In
  March 1994, Ringuette sent each of the tenants a certified letter informing
  them that she was taking over operation of the park and that they should
  pay rent to her.  They did so thereafter.

       Later in the spring of 1994, Ringuette sent each of the tenants a
  lease increasing the monthly lot rent from $55 to $100.  Under the
  provisions of the month-to-month tenancy, the tenants could terminate the
  lease by giving at least thirty days written notice, but could be evicted
  only for limited reasons corresponding to those specified in the mobile
  home park statute.  See 10 V.S.A. § 6237(a). Paul Pepin signed the new
  lease in May 1994 and began making the $100 monthly payments without
  showing Ringuette his 1992 lease.  Katherine Kalanges informed Ringuette
  that she already had a lease with McGuire, but signed the new lease 




 

  in June 1994 and began making the $100 monthly payments without showing
  Ringuette the 1992 lease.  In September 1994, plaintiff Paul Poquette, who
  had bought his mobile home from the estate of George Pepin, signed the new
  lease and began making the $100 monthly payments.

       Sydney Williams discussed the new lease with Ringuette for a couple of
  hours, and then refused to sign it.  Instead, sometime in the summer of
  1994, he had the following amendment typed onto the bottom of the first
  page of his 1992 lease:

          AMENDMENT TO THIS LEASE  We do hereby consent and
          authorize the above OPTIONS to renew and extend this Lease as
          stated above in original (1+7) year Lease.  An increase to $60.00 per
          month rent shall be effective on August 1, 1994 for one year --
          through the end of July 1995.  An increase to $66.00 per month rent
          shall be effective on August 1, 1995 for one year -- through the end
          of July 1996 and thereafter until further agreement.

  The signature of the then eighty-four-year-old McGuire appears below the
  amendment.  Identical amendments were typed onto the bottom of the first
  page of the 1992 leases possessed by Katherine Kalanges and George Pepin. 
  McGuire's undated signature appears under the amendments affixed to those
  leases as well.

       In October 1994, Williams' attorney wrote Ringuette's attorney a
  letter contending that his client's 1992 lease and recent amendment to that
  lease were valid, and that Williams had the right to remain in the park
  through July 1996.  In March 1995, following negotiations between the two
  attorneys that included discussions concerning the validity of the
  amendment to the 1992 lease, Williams signed the 1994 lease with some minor
  revisions and retroactively commenced paying $100 in monthly lot rent from
  August 1, 1994.

       In December 1995, after McGuire's death, Ringuette presented the
  tenants with a second new lease, to be effective as of March 1, 1996, that
  increased the lot rent from $100 to $150 per month. Each of the tenants
  signed the new lease, but Williams and Poquette protested the rent increase
  and formed a tenants association -- plaintiff United Park Association -- to
  mediate with Ringuette.  In April 1996, Williams and Ringuette signed a
  mediation agreement providing that rent would be increased to $120 per
  month effective May 1, 1996, with the agreement to remain in effect for one
  year.

       Thus, by early 1996, Pepin, Kalanges, and Williams had each signed at
  least one new lease from Ringuette after signing the 1994 amendment to the
  1992 lease with McGuire.  Poquette had signed two leases with Ringuette
  without ever having signed the 1992 lease or the 1994 amendment to that
  lease.  The detailed, nine-page leases the tenants signed with Ringuette
  between late 1994 and early 1996 each contained the following provision:
  "This Lease and the Rules and Regulations represent the entire agreement
  between the parties."

       On May 10, 1996, Ringuette notified the tenants and the State
  Department of Housing and Community Affairs of her intent to close the park
  on June 1, 1997.  See § 6237(a)(5) (mobile home park owner shall give to
  each affected leaseholder and to Commissioner of Department of Housing and
  Community Affairs at least one-year notice of termination of park).  In
  January 1997, plaintiffs filed suit, seeking preliminary and permanent
  injunctions prohibiting the closing of the park.

       Following a hearing, the superior court denied Ringuette's motion for
  judgment on the pleadings and granted the plaintiffs' requests for
  preliminary and permanent injunctions 

 

  prohibiting closure of the park through June 2000.  The court concluded
  that the option to renew contained in the 1992 lease remained viable, and
  ruled that the minimum one-year notice provision contained in § 6237(a)(5)
  was intended only to set a statutory minimum notice requirement, and did
  not prevent owners and lessees from negotiating longer leases giving the
  lessees additional security.  Ringuette appeals, arguing that (1) Poquette
  has no valid claim to remain in the park because he never signed the 1992
  lease containing the option provision; (2) Pepin, Kalanges, and Williams
  are estopped by their later actions from claiming that they exercised their
  option to renew the lease until the year 2000; (3) the 1994 amendment to
  the 1992 lease was void because McGuire was incompetent in the summer of
  1994 when the amendment was added to the lease; and (4) Vermont law gave
  her an absolute right to close the park within twelve months of giving the
  statutory notice, even if the tenants had valid leases through June
  2000.1

       Although plaintiffs focused on the 1994 amendment as evidence that
  they had exercised the option to renew contained in the 1992 lease, the
  trial court relied exclusively on the 1992 lease, and not the 1994
  amendment to that lease, in determining that the tenants had retained an
  option to renew their leases through June 2000.  The court did not explain
  why it chose not to rely on the 1994 amendment, but the facts speak for
  themselves.  Approximately six months before the tenants approached McGuire
  to sign the 1994 amendment, Ringuette informed them that her
  eighty-four-year-old uncle had signed a power of attorney authorizing her
  to manage the park's financial affairs. During that six-month period, the
  tenants paid their rent to Ringuette.  Yet, without informing Ringuette,
  the tenants went back to McGuire to seek a better agreement than that
  offered by Ringuette.  Ringuette's undisputed testimony, cited in the
  court's findings, was that (1) by April 1994 McGuire's health had
  deteriorated to the point where the family had hired care providers to look
  after him; and (2) after the spring of 1994, McGuire forgot to eat at
  times, neglected his personal hygiene, and failed to recognize certain
  family members that should have been familiar to him.  Considering these
  facts, the enforceability of the 1994 amendment to the 1992 leases was in
  serious doubt, to say the least.  See In re Gerald McGuire Estate, Docket
  No. 97-087 (Feb. 6, 1998) (unpub. mem.) (Lucky Kalanges collaterally
  estopped from relitigating contractual claim, given stipulation in earlier
  lawsuit between him and Gerald McGuire that lease signed by parties in
  August 1994 was void because of McGuire's questionable mental competency).

 

       Rather than rely on the 1994 amendment, the court determined that the
  tenants' continued payment of rent under the terms of the 1992 lease
  agreement after it had expired in 1993 kept the option to renew alive even
  though the tenants had not expressly extended or renewed the option within
  the one-year period of the lease.  Courts from other jurisdictions have
  arrived at different conclusions, depending on the circumstances, as to
  whether mere continued payment of rent is sufficient to extend or renew the
  terms of a lease.  See Annotation, Waiver or Estoppel as to Notice
  Requirement for Exercising Option to Renew or Extend Lease, 32 A.L.R.4th
  452 § 3, at 460-64 (1984); cf. Toys, Inc. v. F.M. Burlington Co., 155 Vt.
  44, 50, 582 A.2d 123, ___ (1990) (essence of option must be accepted
  according to its terms in order to generate binding contract; terms of
  option must be strictly complied with by optionee).  We need not concern
  ourselves with that question here, however, because we conclude that
  subsequent leases the tenants signed with Ringuette superseded the 1992
  lease.

       The trial court believed that the option-to-renew provision from the
  1992 lease remained viable, notwithstanding the later leases signed by
  Ringuette and the tenants, because the only provision in the later leases
  that was inconsistent with the option-to-renew provision -- the
  month-to-month tenancy -- violated statutory law restricting the reasons
  for evicting mobile home tenants and thus was unenforceable.  We disagree. 
  The later leases contained provisions explicitly tracking the statutory
  provisions limiting the grounds for evicting tenants.  The leases also
  contained provisions creating a month-to-month tenancy and allowing the
  tenants to terminate their tenancy following thirty days' notice.  Even
  assuming that the month-to-month-tenancy provision contained in the later
  leases was inconsistent with statutory law and thus unenforceable, it
  evinced the parties' understanding that the leases were not intended to
  provide any security beyond that guaranteed by the statute.

       We recognize that under general contract law independent contracts
  related to the same subject matter can co-exist to the extent that they are
  not clearly inconsistent.  See 6 A. Corbin, Corbin on Contracts § 1296, at
  212-13 (1962); Chappell v. Northern Reality, Inc., 128 Vt. 476, 479, 266 A.2d 453, ___ (1970) (two contracts in connection with particular
  transaction may coexist as long as contracts are not inconsistent with each
  other).  But this is not the situation here.  The 1992 lease was a one-year
  lease that commenced on July 1, 1992.  It contained a provision allowing
  the parties to renew that lease on a yearly basis for up to seven years;
  however, from at least the time the parties signed new leases containing
  new terms, there was no 1992 lease left to renew.  Each of the tenants, at
  least one of them following consultation with and negotiation by counsel,
  signed new leases with Ringuette.  There is no evidence that the detailed
  leases the tenants signed with Ringuette between late 1994 and early 1996
  were not intended to cover the parties' full and complete understanding
  concerning the lease of the mobile home park lots.  No provision in those
  leases gives the tenants an option to renew or suggests that the parties
  intended to incorporate therein the option-to-renew provision contained in
  the 1992 lease.

       In short, the undisputed material facts do not support the court's
  conclusion that the option contained in the 1992 lease survived the later
  leases signed by the parties.  See Thomas v. Johnson, 108 Vt. 363, 367, __
  A.2d ___, ___ (1936) (general rule is that when new contract is in regard
  to same subject matter and has same scope as earlier contract, and terms
  are inconsistent either in whole or in substantial part so that they cannot
  subsist together, new contract abrogates earlier one in toto and takes its
  place, even though there is no express agreement that new contract shall
  have that effect); Puretest Ice Cream, Inc. v. Kraft, Inc., 806 F.2d 323,
  325 (1st Cir. 1986) (where subject matter of one contract is subsequently
  entirely subsumed in another, later contract becomes exclusive medium of
  ascertaining parties' understanding, and earlier contract disappears);
  Barnum v. Millbrook Care Ltd. Partnership, 850 F. Supp. 1227, 1236 (S.D.N.Y. 1994) (it is well established that subsequent
  contract regarding same subject matter will supersede prior contract). 
  Because we conclude that the later leases signed by the tenants superseded
  the 1992 lease, including the option-to-renew provision contained therein,
  we do not address the issue of whether § 6237(a)(5) gives mobile home park
  owners an absolute right to close mobile home parks upon one year's notice
  notwithstanding the existence of longer leases.

       Reversed.




                       BY THE COURT:



                       _______________________________________
                       Jeffrey L. Amestoy, Chief Justice

                       _______________________________________
                       John A. Dooley, Associate Justice

                       _______________________________________
                       James L. Morse, Associate Justice

                       _______________________________________
                       Denise R. Johnson, Associate Justice

                       _______________________________________
                       Marilyn S. Skoglund, Associate Justice




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                                  Footnotes


  FN1.  According to plaintiffs, the only argument that Ringuette preserved
  for consideration on appeal is her contention that § 6237(a)(5)
  affirmatively authorizes mobile home park owners to shut down mobile home
  parks upon one year's notice notwithstanding the existence of longer lease
  agreements. We disagree.  While presenting her argument in terms of
  equitable estoppel, Ringuette contended in her pleadings and presentation
  at trial that, by signing the later leases, the tenants were precluded from
  relying on the option-to-renew provision contained in the 1992 lease and
  allegedly exercised in the 1994 amendment to that lease.  Cf. Cameron v.
  Double A. Services, Inc., 156 Vt. 577, 581 n.1, 595 A.2d 259, ___ n.1
  (1991) (argument that plaintiffs were equitably estopped from asserting
  right of first refusal was not presented to trial court and thus waived). 
  The superior court ruled directly on the issue of whether the later lease
  agreements precluded the tenants from relying on the option contained in
  the 1992 lease, and the court had the opportunity to consider the
  competency issue. Thus, the arguments Ringuette raises on appeal are
  properly before this Court.  See Duke v. Duke, 140 Vt. 543, 545, 442 A.2d 460, ___ (1982) (preservation rule is based on Supreme Court's reluctance
  to consider issues that trial court had no opportunity to consider).