NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Argued July 9, 2013
On appeal from Superior Court of New Jersey, Law Division, Middlesex County, Docket No. L-5910-11.
Mark A. Rothberg argued the cause for appellant (Wilf Law Firm, L.L.P., attorneys; Mr. Rothberg and Jeffrey J. McIlmail, on the brief).
Jaclyn K. Ruocco argued the cause for the respondent (Pepper Hamilton, L.L.P., attorneys; Ms. Ruocco and Matthew V. DelDuca, on the brief).
Before Judges Ostrer and Hayden.
Plaintiff, Crosspointe Developers, L.L.C., owns a shopping center in Woodbridge where defendant, Wegmans Food Markets, Inc., leases space for a large supermarket. Crosspointe brought suit against Wegmans for back rent. Crosspointe appeals from an October 18, 2012 Law Division order granting summary judgment to Wegmans and dismissing the complaint with prejudice. We affirm.
We glean the following facts from the record. Crosspointe and Wegmans entered into a lease agreement in June 2001 with an initial term of twenty-five years. The lease agreement specified that the term "Landlord" referred to Crosspointe and the term "Tenant" referred to Wegmans. The lease agreement provided for Wegmans to pay a set base monthly rent. Further, Wegmans agreed to pay as "additional rent" its pro rata share of common area expenses, taxes, and insurance premiums. Crosspointe estimated the additional rent annually and determined the actual additional rent at the end of the year. Wegmans was entitled to perform an audit to ascertain the accuracy of the additional rent charges.
Under Section 6.2 of the lease agreement, Wegmans had the right to contest the amount of any assessment or property tax bill in its own name and in the name of the landlord. Crosspointe agreed to cooperate with the process. Specifically, Section 6.2 provided: "In the event that Tenant shall obtain any reduction in assessment or in the amount of taxes, Tenant shall be entitled to its pro rata share of such reduction or rebate of Taxes paid and its reasonable costs in contesting such assessment or tax bill, including attorneys' fees[.]" Moreover, Section 6.2 provided a self-help remedy that "in the event that Landlord shall not promptly reimburse Tenant for such amounts, Tenant may deduct them from future installments of Rent and Additional Rent due hereunder."
Another tenant in the shopping center, Lowes Home Center, Inc., appealed the tax assessment of the entire shopping center for 2007 and 2008, and obtained a substantial reduction. Crosspointe duly credited Wegmans with its pro rata share of the property tax reduction. However, as a result of an audit of the additional rent charges, Wegmans learned that Crosspointe charged it with a pro rata share of both Crosspointe's and Lowe's attorneys' fees from obtaining the reduction, totaling $57, 886.31.
Thereafter, Wegmans, maintaining it had no lease obligation to pay these attorneys' fees as additional rent, deducted from its rent the attorneys' fees charged. Crosspointe brought a summary dispossess action in the Special Civil Part, seeking to evict Wegmans for non-payment of rent. Wegmans successfully removed the case to the Law Division.
After the completion of discovery, Wegmans filed a motion for summary judgment. On October 18, 2012, the trial judge heard oral argument and then granted Wegmans' motion to dismiss Crosspointe's complaint with prejudice. The judge observed that the lease agreement was an "extremely detailed, negotiated, integrated contract" between two "sophisticated corporations" and that both parties bargained for the result. The judge concluded that Section 6.2 of the lease agreement clearly provided that the tenant was entitled to receive attorneys' fees from the landlord and did not provide that the landlord could charge the tenant for its counsel fees in obtaining a similar reduction. This appeal followed.
"A trial court's interpretation of the law and the legal consequences that flow from established facts are not entitled to any special deference." Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366, 378 (1995). Since it presents a purely legal question, "[t]he interpretation of a contract is subject to de novo review by an appellate court." Kieffer v. Best Buy, 205 ...