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Ruffin v. RadioShack Corp.

Court of Appeals of Kansas

June 28, 2013

Phil G. RUFFIN, Appellee,

Page 670

Syllabus by the Court

1. The legal effect of a written instrument is a question of law. It may be construed and its legal result determined by an appellate court regardless of the construction made by the trial court.

2. The primary rule for interpreting written contracts is to ascertain the parties' intent. If the terms of the contract are clear, the intent of the parties is to be determined from the contract language without applying rules of construction.

3. When a contract is complete, unambiguous, and free from uncertainty, parol evidence of prior or contemporaneous agreements or understandings tending to vary the terms of the contract evidenced by the writing is inadmissible.

4. The word " include" is generally a term of enlargement and not limitation.

5. The word " include" is used when it is desired to eliminate any doubt as to the inclusion in a larger class of the particular class specifically mentioned.

John T. Walsh, of Clayton, Missouri, and Matthew L. Heffner, of Lathrop & Gage LLP, of Overland Park, for appellant.

James R. Gilhousen, of Crockett & Gilhousen, of Wichita, for appellee.



This litigation arises out of a lease agreement and involves the interpretation of the lease agreement. RadioShack Corporation (RadioShack) leased space in a shopping center from Phil G. Ruffin in Wichita, Kansas. A significant provision of the lease provided for abatement of rents in the event that the occupancy of Ruffin's shopping center dropped below a certain amount. Over the course of the next several decades, the parties' entered into a series of options to extend the lease and agreed to multiple [49 Kan.App.2d 93] extension agreements, which allowed RadioShack to remain in possession of the premises. Ruffin and RadioShack's landlord and tenant relationship proceeded along amicably until November 15, 2011. On that date, Ruffin sent RadioShack a letter seeking to buy out RadioShack's remaining interest in the lease so that it could demolish the shopping center. When RadioShack requested a higher buyout to relinquish its leasehold, the parties were

Page 671

unable to come to an agreement. Soon after, Ruffin sent RadioShack two separate notices to quit the lease premises, asserting that RadioShack had failed to pay the full rent due under the lease. The following month, Ruffin filed a forcible detainer action in Sedgwick County, Kansas, maintaining that RadioShack had failed to " pay rent, taxes, and related damages."

Ruffin's forcible detainer action proceeded to a bench trial, and the trial court entered judgment in favor of Ruffin. On appeal, RadioShack raises the following issues: (1) whether the excessive vacancies clause was still in effect when RadioShack sought to invoke it in 2007; (2) if not, whether the trial court erred when it concluded that Ruffin did not waive his right to receive a rent amount based on the fixed minimum rent provision of the lease extension after he accepted reduced rent payments in accordance with the excessive vacancies clause; (3) whether the trial court erred when it concluded that Ruffin's phone call to RadioShack constituted a repudiation of RadioShack's invocation of the excessive vacancies clause; and (4) whether the trial court erred in finding that Ruffin was entitled to possession of the property.

We determine that the trial court erred when it determined that the excessive vacancies clause was no longer in effect in 2007. Because we are reversing the judgment in favor of Ruffin based on contract interpretation, it is not necessary for us to address the trial court's repudiation ruling. As a result, we determine that the trial court improperly awarded possession of the property to Ruffin. Accordingly, we reverse and remand with directions.

Ruffin owns a substantial amount of real estate throughout the country, including properties in and near Wichita, Kansas. In 1973, Ruffin leased one of his Wichita properties— a space in a shopping center— to RadioShack. The original term of the lease was for 10 [49 Kan.App.2d 94] years. But the lease agreement included an extension option that allowed RadioShack to extend the lease from its 1983 expiration date until 1988 at an increased rent amount. RadioShack exercised the option, which extended the lease agreement until 1988. Before the expiration of the 1988 lease extension, Ruffin and RadioShack negotiated an extension agreement that extended the lease to June 18, 1995.

In 1994, Ruffin and RadioShack entered into another lease extension (1994 lease extension). This time, the parties agreed to extend the lease through June 18, 2000, with an option for RadioShack to extend the agreement for an additional 60 months. The 1994 extension also contained an incorporation by reference clause, which stated:

" This Lease Extension Agreement shall be upon the same terms, covenants and conditions provided in the Lease, except as the same are hereby modified and supplemented. Wherever there is any conflict between this Lease Extension Agreement (hereinafter referred to as this ‘ Agreement’ ) and the Lease, the provisions of this Agreement are paramount and the Lease shall be construed accordingly."

Under the 1994 lease extension, the word " Lease" was described as the original lease agreement from 1973 " together with all ...

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