Declaratory action regarding a lease; “Shall”; Motion for reconsideration; MCR 2.119(F)(3)

The court held that the trial court did not err by granting summary disposition for plaintiff-tenant and denying summary disposition for defendant-landlord. Plaintiff sought a declaratory judgment regarding its lease with defendant. The trial court ruled in favor of plaintiff and against defendant. On appeal, the court first found that the Second Amendment of the lease “unambiguously indicated that the $3,000 rate [for utilities] ‘shall continue’ until either the expansion was completed or defendant separated the utilities.” It noted that the word “shall” conveys “mandatory language.” Moreover, as to “the increased-rent schedule, the lease made clear that the schedule would only become applicable if the expansion was completed or the utility issue was addressed (added in the Second Amendment). This aspect of the lease—i.e., that the schedule would not apply unless triggered by the satisfaction of a condition—remained unaltered by the parties’ amendments. Because it was not disputed that neither condition had been satisfied, the trial court properly ruled that the Second Amendment’s monthly rate applied, including to the option term.” The court next found that although defendant claimed “the Second Amendment did not mention the option term, neither did the First Amendment amend the entire lease.” Likewise, it was “not necessary for this Second Amendment to address every aspect of the First Amendment or original lease to be clear. Even if there was an inconsistency in the amendments, the parties agreed in the Second Amendment that the terms of the Second Amendment would control.” Further, the “contract terms were unambiguous, and, accordingly, it would not have been permissible for the trial court to consider extrinsic evidence to determine the parties’ intent.” Finally, because defendant “did not demonstrate that the trial court made a palpable error or that a different disposition must result . . . the trial court did not err by denying defendant’s” motion for reconsideration. Affirmed.