THIS DECISION DOES NOT CREATE LEGAL PRECEDENT AND MAY NOT BE CITED EXCEPT AS AUTHORIZED BY APPLICABLE RULES. See Ariz. R. Supreme Court 111(c); ARCAP 28(c); Rule 28, Arizona Rules of Civil Appellate Procedure Ariz. R. Crim. P. 31.24.
MEMORANDUM DECISION
PETER B. SWANN, Judge.
¶1 This is a dispute between a commercial landlord and tenant. The trial court ruled on summary judgment that the lease's maintenance provision did not require the tenants, S.S. Restaurant Corporation et al. ("Tenant"), to replace a roof that had "outlived its useful life" but was otherwise functional. Joseph and Alyce Dorian ("Landlord") timely appeals. On de novo review, we affirm.
FACTS1 AND PROCEDURAL HISTORY
¶2 In April 2000, at the end of a 20-year lease between predecessors in interest of the parties here, Landlord and Tenant entered into a new 10-year "triple net"2 lease. Two provisions of the lease are pertinent here — Provision 4 (the "maintenance provision"):
Tenant has accepted possession of the Premises in its current condition. Tenant shall, at its own expense, maintain in good repair the entire Premises throughout the term. Tenant is responsible for the maintenances of the interior and exterior of the improvements on the Premises, the walls, the roof, [ et cetera]. Tenant's duty to maintain includes, but is not limited to, the affirmative obligation[] . . . to promptly make such repairs as may be necessary to preserve and protect the Premises. Landlord shall have no duty or responsibility for the repair or maintenance of the Premises[;]
and Provision 8 (the "surrender provision"), which in pertinent part reads:
On the last day of the Term or other termination of this Lease, Tenant shall peaceably surrender the Premises to Landlord broom clean, in the same order and condition as it was on the commencement of the Term, ordinary wear and tear and approved alterations excepted.
¶3 In October 2008, with 16 months remaining on the lease, Landlord filed a complaint seeking damages for Tenant's alleged breach of the maintenance provision. Specifically, Landlord alleged that the asphalt, roof, stucco, paint and inside floors needed repair. Tenant ultimately performed some maintenance, leaving only the replacement of the roof at issue. The parties did not dispute that the roof (1) was beyond its useful life and (2) had no known leaks.
¶4 In July 2009, Landlord moved for summary judgment to the effect that the lease required Tenant to replace the roof and that Tenant had breached the lease by refusing to do so. Tenant filed a cross-motion for summary judgment dismissing Landlord's claims. The parties agreed that there were no material facts in dispute and no issues for a jury to decide.
¶5 The trial court held that the maintenance clause must be interpreted together with the surrender clause. Reasoning that the surrender clause anticipated that the roof would be surrendered with such degradation as "we can expect to happen during the term of a lease," the court concluded that replacement of a roof that had "outlived its useful life" but was otherwise performing its intended function was not a repair that Tenant was obliged to make under the maintenance clause.
¶6 Accordingly, the court denied Landlord's motion for declaratory and summary judgment, and granted Tenant's motion for summary judgment. Tenant sought attorney's fees under A.R.S. § 12-341.01 and paragraph 21 of the lease agreement. On February 4, 2010, the trial court dismissed Landlord's claims with prejudice and awarded Tenant $15,2233 in attorney's fees and costs. Landlord timely appeals. We have jurisdiction pursuant to A.R.S. § 12-2101(B).
DISCUSSION
I. STANDARD OF REVIEW
¶7 We review a grant of summary judgment de novo, viewing the evidence in the light most favorable to the party opposing the motion. Andrews v. Blake, 205 Ariz. 236, 240, ¶ 12, 69 P.3d 7, 11 (2003). Interpretation of a lease is also reviewed de novo. Id. at 240, ¶ 12, 69 P.3d at 11.
Interpretation of a contract is a question of law for the court where the terms of a contract are found to be plain and unambiguous. Whether a contract is ambiguous is a question of law; the mere fact that parties disagree as to its meaning does not establish an ambiguity.
The controlling rule of contract interpretation requires that the ordinary meaning of language be given to words where circumstances do not show a different meaning is applicable. A contract must be construed so that every part is given effect, and each section of an agreement must be read in relation to each other to bring harmony, if possible, between all parts of the writing. As a corollary, the court will not construe one provision in a contract so as to render another provision meaningless. The court must apply a standard of reasonableness in contract interpretation.
Chandler Med. Bldg. Partners v. Chandler Dental Grp., 175 Ariz. 273, 277, 855 P.2d 787, 791 (App. 1993) (citations omitted).
¶8 A contract is not ambiguous if a "reasonably clear understanding" of the parties' intentions can be "ascertained within its four corners." Richards Dev. Co. v. Sligh, 89 Ariz. 100, 102, 358 P.2d 329, 330 (1961) . Because we hold that to be true here, summary judgment was appropriate. Altman v. Anderson, 151 Ariz. 209, 211, 726 P.2d 625, 627 (App. 1986).4
II. TENANT IS NOT OBLIGED TO REPLACE THE ROOF.
¶9 The trial court correctly noted that the maintenance clause standing alone cannot resolve this dispute because, between some parties and under some circumstances, replacing a roof might be considered a repair. We agree with the trial court that the surrender clause provides clear guidance that resolves any ambiguity that exists in the maintenance clause standing alone.
¶10 The surrender clause exempts Tenant from responsibility for "ordinary wear and damage by the elements." Therefore, if at the time of surrender the only fault in the roof was that it had "outlived its useful life," Tenant would not be responsible for that "ordinary wear and damage by the elements." The parties clearly intended that when Tenant surrendered the premises, Landlord would receive back the roof "in its current condition" when the lease began, except for whatever degradation would have been caused by ordinary use and weathering during the lease's term. Tenant was therefore required to perform repair and maintenance sufficient to surrender the roof in that condition, but not obliged to pay for a new roof.
¶11 Tenant was also required "to promptly make such repairs as may be needed to preserve and protect the Premises." Accordingly, if the roof began to leak, Tenant was obliged to repair it or be liable for both the cost of that repair and the resulting damage. We need not consider here whether Tenant might be obliged to make specific prospective repairs if a condition existed that created an imminent and serious danger: no such condition is alleged here. Instead Landlord alleges the roof has "outlived its useful life," which may mean that it is functionally obsolete, no longer economical to maintain, or in an impractical condition,5 perhaps implying that replacement of the entire roof would be less costly in the long run than continuing to patch it. But there is no evidence that promptly replacing the roof is required "to preserve and protect the premises."
¶12 Finally, Tenant was required to maintain the premises "in good repair." This is not a requirement to maintain the premises in "like new" condition, especially in view of the surrender clause's allowance for "ordinary wear and damage by the elements." Instead, Tenant has a duty to ensure that the systems comprising the premises perform their intended functions reasonably well6 and in compliance with the applicable laws and regulations.7 Therefore, Tenant had no obligation to repair, much less replace, a roof which Landlord believes has "outlived its useful life" but that was still performing its function reasonably well.
¶13 We also observe that the roof's "outliving" its useful life is a function of time. Had the parties intended that systems affected by time would require replacement, rather than repair, they could surely have said so in the lease. Here, the lease term was 10 years, and the expiration of the life of the roof was a predictable contingency. Landlord could have foreseen that the roof might reach the end of its "useful life" during the lease's term, and could have bargained with Tenant for its replacement should that occur. Instead, Landlord bargained for the surrender of a roof that was 10 years older and more worn than it was when the lease began, but that was still in good repair.
¶14 Absent express language to support a duty to replace, there is nothing to indicate that a rational tenant would undertake a duty to replace a roof on the eve of the lease's end date. We see no basis upon which to imply such an obligation.
CONCLUSION
¶15 Because we agree with the trial court's interpretation of the pertinent lease provisions, we affirm. Tenant requests attorney's fees and costs under A.R.S. § 12-341.01 and provision 21 of the lease, which we grant subject to Tenant's compliance with ARCAP 21(c).
PATRICK IRVINE, Judge, MAURICE PORTLEY, Judge. Concurring.
