Echo Consulting Servs. v. N. Conway Bank

140 N.H. 566, 669 A.2d 227 (1995)



A lease is a form of contract that is construed in accordance with the standard rules of contract interpretation. When construing disputed provisions in a lease, the appellate court must analyze the entire document to determine the meaning intended by the parties. Language used by the parties to the agreement should be given its standard meaning as understood by reasonable people. In the absence of ambiguity, the intent of the parties to a lease is to be determined from the plain meaning of the language used. The meaning of a contract is ultimately a matter of law for the court to decide, including the determination whether a contract term is ambiguous. 


After the landlord, a bank, acquired plaintiff tenant's building ,it undertook a series of renovations. Plaintiff contended that its employees were not able to get in or out of the building through a door after regular business hours and the only means of access after hours was through the rear door that was obstructed or difficult at times. Plaintiff filed an action for  claiming constructive eviction, partial actual eviction, breach of an implied covenant of quiet enjoyment, and breach of the lease. For its claim of partial actual eviction, plaintiff relied on the following language in the lease: "approximately 1,890 square feet of floor area, together with common right of access thereto, a common use of the parking lot." Plaintiff argued that this language gave it a right of access through the main, street-level door, since that door is the only door that was actually used in common by both the bank and plaintiff. The Superior Court denied the claim and plaintiff appealed. The court affirmed the superior court's judgment dismissing the tenant's claims of constructive and partial actual evictions. The court reversed and remanded the superior court's decision that the covenant of quiet enjoyment was not breached.


Were the terms of the lease contract ambiguous?




The court concluded that the superior court correctly dismissed the tenant's partial and constructive eviction claims, but applied the wrong legal standard to determine the quiet enjoyment issue. The evidence in the record was sufficient to support the superior court's conclusions that the tenant was not physically deprived of any portion of the property leased to it, nor of any appurtenant rights given to it under the lease. The court changed the state's common law by prospectively defining the covenant of quiet enjoyment to include interference by the landlord that did not rise to the level of a constructive eviction. The lease is not ambiguous; it cannot reasonably be construed to afford tenant the right in "common" to use the street-level door simply because that is the door which the bank chose actually to use. We interpret the trial court's finding that "Echo employees had access to their offices through at least one door at all times" to be a determination that such access was reasonable. That is all that is required under the language of this lease.

Click here to view the full text case and earn your Daily Research Points.