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Checking Bureau v. Canal-randolph Assoc.

OPINION FILED OCTOBER 20, 1981.

THE ADVERTISING CHECKING BUREAU, INC., PLAINTIFF-APPELLANT,

v.

CANAL-RANDOLPH ASSOCIATES ET AL., DEFENDANTS-APPELLEES.



APPEAL from the Circuit Court of Cook County; the Hon. REGINALD J. HOLZER, Judge, presiding.

MR. JUSTICE STAMOS DELIVERED THE OPINION OF THE COURT:

Plaintiff corporation is a tenant in a Chicago office building. Defendants own the building. Plaintiff seeks to enjoin defendant landlord's planned relocation of the corridor leading to plaintiff's offices. The trial court granted summary judgment for defendants. Plaintiff appeals, contending that unresolved issues of fact should have precluded summary judgment. Plaintiff also contends that the trial court erred in denying its motion for a temporary restraining order.

Plaintiff, The Advertising Checking Bureau, Inc., operates a service involving the checking of advertising copy in newspapers. Plaintiff's Chicago operation employs approximately 100 people. In May of 1980, plaintiff signed a 15-year lease for office space in the Canal-Randolph Building in Chicago. The building is owned by Canal-Randolph Associates, a limited partnership. Canal-Randolph Associates Corporation is a general partner in the limited partnership. Both entities have been joined as parties defendant in this action.

Plaintiff's offices occupy approximately one-third of the 13th floor of the Canal-Randolph Building. A straight corridor, approximately 8 feet wide and 50 feet long, leads directly from a bank of elevators to the door to plaintiff's offices. Space on the west side of this corridor is leased to Western Union. A similar space on the east side of the corridor has been unoccupied for some time. Plaintiff's lease agreement contains a right of first refusal with respect to the unoccupied space. In March of 1981, the landlord notified plaintiff of an offer to rent the unoccupied space. The landlord's written notice advised that Western Union had offered $11 per square foot for 2795 square feet of the unoccupied space. Plaintiff did not exercise its right of first refusal.

On June 10, 1981, the landlord notified plaintiff that the corridor leading to its offices would be relocated to allow for Western Union's expansion. Western Union, which already occupied the space west of the corridor, desired a contiguous space for its expanded operations. As a result, Western Union's leasehold would cover the corridor and most of the previously unoccupied space. A new corridor was to run along the boundary of the previously unoccupied space.

Plaintiff immediately objected to the proposed configuration. The new route to the elevators would be significantly longer (approximately 150 feet instead of 50 feet) and somewhat narrower (6 feet at the narrowest point instead of 8 feet) than the existing passageway. Plaintiff also noted that the new corridor would pass by an equipment room and public rest rooms. The landlord, although it remained firm in its intention to eliminate the existing corridor, offered to place signs directing visitors to plaintiff's offices. Plaintiff, unsatisfied with the landlord's proposal, initiated this litigation.

Defendants, in moving for summary judgment, relied on a clause in the lease agreement. Paragraph 32 of the agreement states, in part:

"Landlord shall have the right at any time, without the same constituting an eviction and without incurring liability to Tenant therefor, to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets, or other public parts of the Building."

Defendants also point to paragraph 16 in the agreement, which states:

"All understandings and agreements heretofore made between the parties hereto are merged in this contract, which alone fully and completely expresses the agreement between Landlord and Tenant."

• 1 Summary judgment for a defendant is appropriate if there is no genuine issue as to any material fact and the defendant is entitled to judgment as a matter of law. (See Ill. Rev. Stat. 1979, ch. 110, par. 57.) The interpretation of a lease is a question of law when the terms are plain and unambiguous. (See Pioneer Trust & Savings Bank v. Lucky Stores, Inc. (1980), 91 Ill. App.3d 573, 575, 414 N.E.2d 1152.) We find the clauses in question unambiguous and conclude that the matter was appropriate for summary judgment. Similarly, we find that the "issues of fact" advanced by plaintiff are not genuine or material, since the questions so raised are resolved by the terms of the lease.

• 2 "An ambiguous contract is one capable of being understood in more senses than one; an agreement obscure in meaning, through indefiniteness of expression, or having a double meaning." (First National Bank v. Victor Comptometer Corp. (1970), 123 Ill. App.2d 335, 341, 260 N.E.2d 99.) Plaintiff finds ambiguity in the use of the word "public" in section 32 of the lease agreement. Plaintiff contends that the existing corridor is not public, inasmuch as it leads only to plaintiff's offices and is not generally used except by plaintiff's employees, customers and deliverymen. At the very least, plaintiff asserts, the term is ambiguous and extrinsic evidence should be admitted to clarify the matter. While it is true that plaintiff has been able to postulate two conflicting meanings for the term "public * * * corridor," it does not follow that plaintiff's assertion of ambiguity is dispositive. Whether ambiguity exists is a question of law for the court. (Pioneer, at 575.) The trial court found paragraph 32 unambiguous. In light of the ordinary meaning of the word "public" and looking at the word in the context of paragraph 32, we do not doubt that "public" refers to the nonleased portions of the building reserved for the common use of the tenants and others. This accurately describes the corridor in question.

• 3 Plaintiff also argues that paragraph 32 is ambiguous because it could be construed to allow outlandish modification in the public areas of the building. Plaintiff suggests that the clause could be cited as justification for narrowing the corridor to 1 foot in width. Following the definition quoted above, we believe that the possibility that language may be stretched, with fanciful results, does not indicate ambiguity. If the landlord adopted an unreasonable construction of paragraph 32 and attempted such an outrageous modification of the corridor, the result might well amount to a constructive eviction (see generally John Munic Meat Co. v. H. Gartenberg & Co. (1977), 51 Ill. App.3d 413, 366 N.E.2d 617) or a destruction of the tenant's easement for ingress and egress (see The Fair v. Evergreen Park Shopping Plaza, Inc. (1954), 4 Ill. App.2d 454, 464-65, 124 N.E.2d 649). Those misdeeds have their remedies, but the fact that a landlord might attempt misconduct under color of the lease does not make the lease ambiguous. Finding no ambiguity, we will not resort to rules of construction. (See Pioneer, at 575; Nerone v. Boehler (1976), 34 Ill. App.3d 888, 891, 340 N.E.2d 534.) Thus there is no need to accept plaintiff's invitation to construe the instrument against the lessor and in favor of the lessee, since this principle is a rule of construction. See Liquorama, Inc. v. American National Bank & Trust Co. (1980), 86 Ill. App.3d 974, 977, 408 N.E.2d 373.

Plaintiff contends that the circumstances surrounding the formation of the lease agreement reveal an understanding that the corridor layout be maintained. Evidence on this point is immaterial for two reasons. Such evidence is extrinsic, and may not be considered without a finding of ambiguity. (See Pioneer, at 575; Nerone, at 891.) Furthermore, there is no reason to ignore the plain language of the integration clause in the lease: "All understandings and agreements * ...


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