Court of Appeals of Missouri, Eastern District, Fifth Division
from the Circuit Court of St. Charles County Honorable
Matthew E.P. Thornhill
LAWRENCE E. MOONEY JUDGE
parties to a commercial lease dispute whether the tenant
effectively exercised her option for the renewal of the
lease. Landlords Greg Shocklee and his wife Deborah Shocklee
appeal from the trial court's judgment ruling in favor of
tenant Albers Chiropractic Health Centre, P.C., and ordering
specific performance, renewing the lease between the parties.
We reverse because Dr. Albers did not provide a definite and
unqualified statement exercising her option to renew, in a
manner consistent with the terms of the lease.
and Procedural Background
Shocklees and Susan Albers, as President of Albers
Chiropractic Health Centre, P.C., entered into a commercial
lease in April of 2012. That lease, which expired on March
31, 2017, contained a renewal provision providing that absent
default, at the end of the initial or any renewal term:
Lessee shall have the option to renew this lease for two (2)
consecutive five (5) year terms commencing on the expiration
of the initial term (and each succeeding renewal term) by
giving written notice of the exercise thereof to Lessor no
later than ninety (90) days [prior to expiration], by
registered mail, return receipt requested.
letter dated November 15, 2016, Dr. Albers wrote Mr. Shocklee
regarding the lease, stating:
My current lease comes up for renewal on April 1, 2017. I
would like to exercise my option to renew for a period of
three years ending April 1, 2020. If you want me to provide a
copy of the lease as I have done in the past for your review
I will be happy to do so. I would like to get this finalized
as soon as possible. Thank you for your consideration.
Shocklees did not respond to Dr. Albers's letter. Mr.
Shocklee did not believe the letter effectively exercised Dr
Albers's right to renew, because she had changed the
renewal term from five years to three years. Instead, he
considered the letter an attempt by Dr. Albers to renegotiate
the terms of the lease, and thus he considered the lease
unrenewed and set to expire on March 31, 2017.
letter dated February 28, 2017, the Shocklees advised Dr.
Albers of certain alleged breaches of the lease, and informed
Dr. Albers that the lease would terminate effective March 31,
2017. They directed Dr. Albers to vacate the premises by that
date. She did not do so.
Shocklees sued Dr. Albers for breach-of-contract and unlawful
detainer. Dr. Albers counterclaimed for specific
performance of the lease, seeking a judgment ordering the
Shocklees to renew the lease for a five-year term.
circuit court held a bench trial, and then ruled in favor of
Dr. Albers. As to the doctor's request for specific
performance, the circuit court found and ordered that the
parties had entered into a five-year lease, commencing April
1, 2017. The circuit court reasoned that once Dr. Albers said
"I want to renew," Dr. Albers had renewed the
lease. The circuit court considered as superfluous any other
language in Dr. Albers's letter - including the language
requesting a three-year term. The circuit court further
explained that it ordered a five-year instead of a three-year
term because in its view, any renewal under the lease had to
be for five years.
hearing on their motion for new trial, the Shocklees argued
that Dr. Albers had not effectively renewed the lease. In
sum, they argued that Dr. Albers had made a counteroffer, not
an election to renew. They maintained that when Dr. Albers
added the extra term of "for three years" instead
of the negotiated term of five years, Dr. Albers had made a
counteroffer, which the Shocklees had not accepted. Thus they
argued that because Dr. Albers only submitted a counteroffer
and not an election to renew for the five-year term, she
never actually elected to renew before the lease expired.
circuit court disagreed, and reiterated its conclusion that
Dr. Albers had exercised her ...