Commercial Landlord-Tenant—A Lease Modification Extended a Lease Term, but Failed to Specify the Rent nor Any Methodology for Determining the Rent for a Five-Year Period—Landlord Testified Expiration Date Was Typographical Error and It Would Not Have Agreed to a Five-Year Rent-Free Extension—Court Found Tenant's Position Inconsistent with the Circumstances, Unsupported by the Record, and Commercially Unreasonable

A restaurant tenant appealed, following a nonjury trial which awarded the landlord possession in a holdover summary proceeding. The subject lease commenced on March 1, 2000 and expired Dec. 31, 2009. A lease rider set forth escalating base rents, ranging from $10,000 per month to $16,590.42 per month in 2009. In October 2009, the parties signed a “single-page modification agreement” (modification), which specified that the lease “shall be extended so that the same expires on December 21, 2019.” However, the modification only specified the monthly rent to be paid for the periods Oct. 1, 2009 to Nov. 30, 2011 ($12,500) and from Jan. 1, 2012 to Nov. 2014 ($15,000). The modification failed to set forth “any specific rental rate, nor any methodology for a determination of the rental rate, for the five-year period from December 2014 through November 2019.”

The court explained that “although the parties may intend to enter into a contract, if essential terms are omitted from their agreement, or if some of the terms included are too indefinite, no legally enforceable contract will result….” Here, the modification omitted the amount of rent to be paid, or a methodology for ascertaining the amount of the rent, for the five-year period following November 2014.