Case: Hart v. Vermont Investment Limited Partnership, 667 A.2d
578 D.C.App. 1995)
May landlord substantially increase rent following tenant
occupancy to equal rent per square foot actually occupied when the
space actually occupied is significantly larger than that contemplated
in the lease?
Landlord and tenant entered into a lease for 4,060 square
feet of office space. The lease contemplated that the tenant's
premises be measured following tenant occupancy with the amount of
square footage to be adjusted to reflect actual space occupied and the
rent adjusted accordingly at the rate of $18.25 per square foot.
After the tenant moved into the leased premises, the landlord billed
the tenant for rent based upon the premises including 4,625 square
feet. The original landlord then sold the premises to a new landlord
who claimed the premises actually included 4,833 square feet.
The tenant, who was a law firm under stress because of lost partners,
objected arguing that the adjustment mechanism only applied to minor
adjustments. The adjustment clause in the lease provided:
[i]n the event that the square footage of the Leased Premises
determined pursuant to Section 1.01 hereof is different [from] the
square footage provided for in said Section 1.01 the minimum rent
shall be adjusted accordingly.
Although the landlord never apparently followed the regimen for
measurement referenced in Section 1.01, the court did not consider
this as invalidating landlord's square footage determination which was
not contested on the record.
When landlord and tenant were unable to agree on the amount of rent
owing tenant abandoned the premises. Landlord sued the tenant claiming
rent for the full 4,833 square feet.
The appellate court reversed the trial court decision
invalidating the clause. It held the clause was clear and enforceable
authorizing the landlord to bill tenant for the recalculated rent
based upon the amount of space occupied by tenant rather than the
amount specified in the lease. It found no limitation of the sort
claimed by the tenant. It acknowledged that if the discrepancy had
been sufficiently large, some relief might have been merited on an
unconscionability argument. However the difference here was not great
enough to invalidate the lease as unconscionable. The appellate court
held landlord was entitled to recover its damages for the actual
amount of square footage which tenant had occupied, not just the 4,060
square feet. It ordered the trial court to determine the amount of
space which tenant had occupied and to set damages accordingly.