Opinion
No. 2D22-1182
05-10-2023
FITNESS INTERNATIONAL, LLC, Appellant, v. 93 FLRPT, LLC, Appellee.
Jonathan C. Crane and Nicole V. Oden of Chane Socarras, PLLC, Palm Beach Gardens; and Elliot B. Kula and William D. Mueller of Kula & Associates, P.A., Miami, for Appellant. Duane A. Daiker of Shumaker, Loop & Kendrick, LLP, Tampa, for Appellee.
Jonathan C. Crane and Nicole V. Oden of Chane Socarras, PLLC, Palm Beach Gardens; and Elliot B. Kula and William D. Mueller of Kula & Associates, P.A., Miami, for Appellant.
Duane A. Daiker of Shumaker, Loop & Kendrick, LLP, Tampa, for Appellee.
LABRIT, Judge.
In this case, we consider how government-ordered restrictions related to the COVID-19 pandemic impact the parties’ obligations under a commercial real estate lease. Appellant Fitness International, LLC (Tenant) operates health clubs, many under the name LA Fitness, and is the tenant under a written lease with 93 FLRPT, LLC (Landlord). Tenant sought a refund of the rent it paid during the approximately fifteen-week period that government orders required Tenant to close or operate below full capacity. Concluding that neither the lease nor common law support such relief, the trial court denied Tenant's motion for summary judgment and granted Landlord's motion for summary judgment. For the reasons explained below, we affirm the final judgment for Landlord.
I.
The material facts are undisputed. Tenant and Landlord executed the lease in December 2011 for an initial term of fifteen years, with three five-year renewal options. On March 1, 2020, Florida's governor issued an executive order declaring a public health emergency in the State of Florida because of COVID-19. Between mid-March 2020 and mid-May 2020, various government orders required all fitness centers within the State of Florida to close to prevent the perceived spread of COVID-19. From mid-May 2020 through mid-June 2020, fitness centers were authorized to reopen and operate at fifty percent capacity. Tenant closed its health club on the leased premises on March 17, 2020, and fully reopened the club on June 12, 2020 (the closure period).
During the closure period, Tenant paid rent as required by the lease. In June 2021, Tenant asked Landlord to refund the rent Tenant paid during the closure period. Landlord refused, and Tenant filed the underlying lawsuit in August 2021. Tenant asserted claims for breach of the lease and also asserted two alternative claims for declaratory relief. In its primary declaratory relief claim, Tenant relied upon the lease's force majeure clause to argue that it was excused from paying rent during the closure period; it also sought an extension of the lease term for a period of time equal to the closure period. In its alternative declaratory relief claim, Tenant relied upon the common law doctrines of frustration of purpose, impossibility of performance, and impracticability of performance to request the same relief as it requested in the primary declaratory relief claim. After Landlord answered and asserted affirmative defenses to the complaint, the parties filed competing summary judgment motions.
Tenant based its primary argument on the lease's force majeure clause. Tenant maintained that the force majeure clause excused its obligation to pay rent during the closure period because Landlord was unable to "fulfill its warranty that Tenant shall have the right to operate" in the leased premises. Tenant also maintained that the government orders prohibiting and limiting Tenant's operation of a health club during the closure period were "restrictive laws" that prevented Tenant from performing under the lease. Tenant alternatively argued that its rent obligation during the closure period "was excused by the equitable doctrines of temporary frustration of purpose, impossibility, and/or impracticability, as the pandemic and its related shutdown orders were not foreseeable." According to Tenant, its inability to use the premises as a health club during the closure period vitiated the "essential purpose of the lease" and "made the payment of rent an excessive, unwarranted, and impracticable financial burden."
For its part, Landlord argued that the government-mandated closures did not preclude or restrict Tenant from performing its contractual obligation to pay rent—and Tenant did pay rent, thereby rendering inapplicable the force majeure provision, which expressly excludes inability to pay and defaults curable by the payment of money. Landlord also argued that the lease did not require Tenant to continuously operate any business in the premises, nor did the lease restrict Tenant's permissible use to operating a health club. Thus, according to Landlord, neither the force majeure clause nor the equitable doctrines of frustration, impossibility, or impracticability applied to relieve Tenant of its rent obligation during the closure period.
Following a hearing, the trial court entered its order granting Landlord's summary judgment motion and denying Tenant's summary judgment motion. The court determined that the force majeure clause applies where a party has been delayed, hindered, or prevented "from the performance of any act required" by the lease. The court concluded that while the use of the premises "was limited by the COVID restrictions," no evidence "suggest[ed] that [Landlord] precluded use of the premises or did anything to interfere with [Tenant's] use of the premises." The court thus found that no evidence demonstrated that Landlord "failed to perform any ‘act’ required by the lease"; the court in turn concluded that the force majeure clause didn't apply to excuse Tenant's rent obligation and that Landlord didn't breach the lease by refusing to abate the rent during the closure period.
Addressing Tenant's impossibility and frustration arguments, the trial court explained that "a party is discharged from performing a contractual obligation which is impossible to perform and the party neither assumed the risk of impossibility nor could have acted to prevent the event rendering the performance impossible." Finding that government-mandated closures were "specifically contemplated by the ‘restrictive laws’ portion of the Force Majeure clause," the court concluded that Tenant "assumed the risk of a Force Majeure event that can be, and was, cured by the payment of money." Final judgment was entered for Landlord, and Tenant timely appealed.
II.
The parties’ arguments on appeal mirror and expand upon the arguments presented in the trial court. Tenant contends Landlord warranted that Tenant would have the right to operate a health club throughout the term of the lease. Tenant insists that by virtue of this "warranty," Landlord "assumed the duty to ensure [Tenant's] right to operate without restrictions." According to Tenant, Landlord breached the lease by failing to refund rent paid during the closure period because government orders restricted Tenant's health club operations during that period. Tenant further argues the trial court reversibly erred by concluding that the force majeure clause didn't apply to excuse Tenant's rent obligation during the closure period; Tenant alternatively argues that reversal is required under the equitable doctrines of frustration of purpose, impossibility, and/or impracticability because "the pandemic and its related shutdown orders were not foreseeable, and the purpose of the lease was subverted."
Landlord argues that the lease cannot be read to include any warranty or guarantee by Landlord that Tenant could use the premises as a health club without risk of government restrictions on Tenant's operations. Absent such a warranty, says Landlord, Tenant can identify no unperformed "act" that supports application of the force majeure clause. Landlord advances various arguments against the equitable doctrines, primarily maintaining that none apply if the relevant risk was foreseeable at inception of the lease. Landlord in turn argues that the risk of government restrictions was foreseeable because the force majeure clause specifically anticipated the risk of "restrictive laws."
III.
Contract interpretation is a question of law subject to de novo review. Bethany Trace Owners’ Ass'n v. Whispering Lakes I, LLC , 155 So. 3d 1188, 1191 (Fla. 2d DCA 2014). Likewise, the grant of summary judgment is reviewed de novo. See Volusia County v. Aberdeen at Ormond Beach, L.P. , 760 So. 2d 126, 130 (Fla. 2000). Summary judgment is properly granted "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fla. R. Civ. P. 1.510(a) (2021).
Florida Rule of Civil Procedure 1.510 was recently amended to conform with the federal summary judgment standard. See In re Amends. to Fla. R. Civ. P. 1.510 , 317 So. 3d 72, 74 (Fla. 2021) ; In re Amends. to Fla. R. Civ. P. 1.510 , 309 So. 3d 192, 192 (Fla. 2020). The amended rule applies to all cases pending at the time the rule became effective. See In re Amends. , 317 So. 3d at 77. Because the summary judgment motions were decided after May 1, 2021, the effective date of the amendment, the amended rule applies to this case.
Tenant's arguments that its rent obligation was excused during the closure period all hinge on the notion that Landlord breached the lease because it warranted that Tenant would have the right to operate a health club on the premises continuously throughout the term of the lease. For the reasons explained below, we disagree with this premise and therefore reject all of Tenant's arguments.
IV.
A. Warranty
In support of its "warranty" argument, Tenant principally relies upon section 1.9 of the lease. Section 1.9 appears in Article I of the lease (entitled "Basic Lease Provisions and Definitions") and is reproduced in pertinent part below.
1.9 PRIMARY USES. The "Primary Uses" of the Building shall be for the operation of a full service health club and fitness facility which may include, without limitation, weight and aerobic training, exercise dancing, yoga, Pilates, Zumba, racquetball, personal training, health and fitness related programs, free weights, spinning/cycling, boxing, basketball, swimming pool, swim lessons, racquetball lessons, sauna and whirlpool facilities.... Landlord hereby represents, warrants and covenants to Tenant that Tenant's operation of business from the Building in accordance with this Lease for a health club and fitness facility ... does not and will not violate any agreements respecting exclusive use rights or restrictions on use within the Project or any portion thereof.... Tenant shall have the right throughout the Term to operate the Building, or any portion thereof, for uses permitted under this Lease.
Both parties posit that the lease is unambiguous; we agree. "Where a contract is clear and unambiguous, it must be enforced pursuant to its plain language." Hahamovitch v. Hahamovitch , 174 So. 3d 983, 986 (Fla. 2015). "In such a situation, ‘the language itself is the best evidence of the parties’ intent, and its plain meaning controls.’ " Id. (quoting Crawford v. Barker , 64 So. 3d 1246, 1255 (Fla. 2011) ). Our goal in contractual interpretation "is to arrive at a reasonable interpretation of the entire agreement, and to construe contractual terms ‘in such a manner as to give them a meaning consistent with the apparent object of the parties in entering into the contract.’ " Beach Towing Servs., Inc. v. Sunset Land Assocs. , 278 So. 3d 857, 861 (Fla. 3d DCA 2019) (quoting Blackhawk Heating & Plumbing Co. v. Data Lease Fin. Corp. , 302 So. 2d 404, 407 (Fla. 1974) ); see also Famiglio v. Famiglio , 279 So. 3d 736, 740 (Fla. 2d DCA 2019) ("Provisions in a contract should be ‘construed in the context of the entire agreement’ and read ‘in a way that gives effect to all of the contract's provisions.’ " (quoting Retreat at Port of Islands, LLC v. Port of Islands Resort Hotel Condo. Ass'n , 181 So. 3d 531, 533 (Fla. 2d DCA 2015) )).
Nothing in the plain language of Section 1.9 constitutes a warranty or guarantee by Landlord that Tenant would be free to operate a health club in violation of a government mandate restricting such activity. As Landlord correctly argues, the only thing Landlord warranted in Section 1.9 is that Tenant's operation of a health club "does not and will not violate any agreements respecting exclusive use rights or restrictions on use within the Project or any portion thereof." The plain and only meaning of this language is that Landlord warranted that Tenant's use of the premises as a health club would not violate exclusive use rights Landlord had granted or could grant to other tenants. It cannot reasonably be interpreted as a guarantee by Landlord that Tenant could operate a health club continuously notwithstanding government-mandated restrictions.
Tenant also relies on language in Section 1.9 granting Tenant "the right throughout the Term to operate the Building, or any portion thereof, for uses permitted under this Lease." Tenant insists this means Landlord guaranteed it the right to operate a health club, free from government restrictions, throughout the term of the lease. We read the lease as a whole and give effect to all of its provisions in the context of the entire agreement. See Famiglio , 279 So. 3d at 740 ; Antonin Scalia & Bryan A. Garner, Reading Law: The Interpretation of Legal Texts 167 (2012) ("A legal instrument typically contains many interrelated parts that make up the whole. The entirety of the document thus provides the context for each of its parts."); see also Lab. Corp. of Am. v. Davis , 339 So. 3d 318, 324 (Fla. 2022) ("Under the whole-text canon, proper interpretation requires consideration of ‘the entire text, in view of its structure and of the physical and logical relation of its many parts.’ " (quoting Reading Law at 167)).
The provision upon which Tenant relies does not mention operating a health club—it simply grants Tenant the right to operate the premises "for uses permitted under this Lease." While Section 1.9 of the lease is entitled "Primary Uses" and prescribes that the primary use of the premises "shall be for the operation of a full service health club," Article VIII of the lease is entitled "Uses" and Section 8.2 permits Tenant "to change the use of the Premises" to multiple alternate uses so long as such uses don't conflict with exclusive use rights of other tenants. Section 8.1 provides that Tenant "shall not be required to open for business from the Building" and further states that if Tenant does open for business, it "shall have the right at any time and from time to time to cease operating the business conducted upon the Building." These provisions yield the inescapable conclusion that the parties agreed that Tenant could engage in a variety of permitted uses, or no use at all, of the premises. Tenant also covenanted in Section 8.3(e) that it would "not use or allow the Building to be used for any illegal purposes." As Tenant acknowledges, operating a health club in violation of the government restrictions would be illegal. Lastly, Section 22.20 provides that "Landlord shall not be deemed to be a partner of Tenant or a joint venturer with Tenant." In other words, Landlord didn't agree to participate in or profit from Tenant's operation of a health club (or any other business) on the premises. Reading all of these provisions together and in context and giving effect to each, the reasonable interpretation of Section 1.9 is that Landlord "merely agreed not to restrict [Tenant] from using the premises in any way permitted under the lease." SVAP III Poway Crossings, LLC v. Fitness Int'l, LLC , 87 Cal.App.5th 882, 303 Cal. Rptr. 3d 863, 871 (2023).
The parties rely on numerous orders from trial and bankruptcy courts throughout the country to support their arguments. Those orders have no precedential value and do not bind this court, so we will not belabor an analysis of how particular trial and bankruptcy court orders do or do not inform this decision. Fitness International , 303 Cal. Rptr. 3d 863 (which features the same tenant and a substantially similar lease), is the only appellate decision we have uncovered involving the precise issues presented by this case. The decision features California law; it also is in some ways procedurally and factually distinguishable, and like the trial and bankruptcy court orders, it does not bind this court. It is, however, persuasive analysis involving many of the same arguments directed to the same lease text and fact pattern here presented.
Apart from our analysis of the lease provisions, the record confirms that Tenant didn't treat the government-mandated closures as a breach of any "warranty" in the lease. The lease contains a specific and detailed default provision requiring Tenant to notify Landlord of any claimed breach; the default provision also specifies a thirty-day cure period. In June 2021, a year after it resumed operations, Tenant issued a formal demand to Landlord in which it sought a refund of the rent it paid during the closure period. But that demand relied on the force majeure and casualty/condemnation provisions of the lease; it did not mention Section 1.9, and it said nothing about Landlord having breached a "warranty" that guaranteed Tenant's unfettered use of the premises during the closure period. Likewise, at the beginning of the closure period, Tenant wrote Landlord to request a "rent holiday." But again, Tenant never mentioned the purported "warranty" or Landlord's claimed breach thereof.
The demand mentions in passing that Tenant did not have "quiet enjoyment" of the premises during the closure period. Although Article II and Article XXII of the lease contain "quiet enjoyment" provisions, Landlord's obligation under those provisions is limited to protecting Tenant's possession and use of the premises against those acting "by, through or under Landlord." This is presumably why Tenant did not argue below or in this court that Landlord breached the quiet enjoyment provisions.
We conclude that Landlord did not warrant or guarantee that Tenant would have the right to use the premises continuously as a health club despite government-mandated restrictions. Landlord's obligation under the lease "was not to ensure [Tenant's] ability to operate a health club and fitness facility for the entire duration of the lease term, but rather to provide [Tenant] with possession of the premises in exchange for its payment of rent." Fitness Int'l , 303 Cal. Rptr. 3d at 871. The lease, read as a whole, reveals that the parties’ intent was not for Tenant to pay Landlord rent in exchange for Landlord's guarantee that the premises could be used exclusively as a health club throughout the lease term; instead, Landlord's obligation was to provide possession of the premises and Tenant's obligation was to pay rent and use the premises in the manners permitted by the lease. Landlord was not obligated to ensure Tenant's particular use of the premises, and the government-mandated restrictions did not prevent Tenant from paying rent.
Because Landlord undisputedly has provided Tenant with possession of the premises throughout the lease term and because there is no evidence that Landlord—as opposed to the government—restricted Tenant's use of the premises in any way, we conclude that Landlord has performed—and has not breached—its obligations under the lease.
B. Force Majeure
Tenant maintains that its rent obligation should be excused under the lease's force majeure provision because government-ordered restrictions prevented Landlord from "honor[ing] its warranty that [Tenant] shall have the right to operate without restriction its health/fitness club throughout the" lease term. Tenant also argues that the force majeure clause prevented it from performing its obligations under the lease. Landlord argues that the trial court correctly found the force majeure clause inapplicable because the government-ordered restrictions did not prevent Tenant from performing its obligation to pay rent.
A force majeure clause "excuses performance of contractual obligations—either wholly or for the duration of the force majeure—upon the occurrence of a covered event which is beyond the control of either party to the contract." See generally Palm Springs Mile Assocs. v. Kirkland's Stores, Inc. , No. 20-21724, 2020 WL 5411353, at *2 (S.D. Fla. Sept. 9, 2020). Because force majeure clauses are not "opt-out provision[s] and [are] limited in scope," they "are narrowly construed, and ‘will generally only excuse a party's nonperformance if the event that caused the party's nonperformance is specifically identified.’ " Id. (quoting ARHC NVWELFL01, LLC v. Chatsworth at Wellington Green, LLC , No. 18-80712, 2019 WL 4694146, at *3 (S.D. Fla. Feb. 5, 2019) ). In relevant part, the force majeure provision states:
If either party is delayed or hindered in or prevented from the performance of any act required hereunder because of ... restrictive laws ... performance of such act shall be excused for the period of delay caused by the Force Majeure Event and the period for the performance of such act shall be extended for an equivalent period .... Delays or failures to perform resulting from lack of funds or which can be cured by the payment of money shall not be Force Majeure Events.
As discussed above, Landlord did not warrant that Tenant would have the right to operate a health club notwithstanding government restrictions. Thus, Landlord was not "delayed or hindered in or prevented from the performance of any act required" of Landlord under the lease, and Tenant's attempt to use the force majeure clause offensively to support a claim for affirmative relief against Landlord fails.
The government-mandated restrictions unquestionably were "restrictive laws." However, we reject Tenant's argument that the restrictions hindered or prevented Tenant from performing its obligation to pay rent. Tenant undisputedly paid rent during the closure period; so it is clear that "restrictive laws" did not delay, hinder, or prevent Tenant from performing its rent obligation. Tenant hasn't identified any other obligation that it was unable to perform during the closure period. Accordingly, the force majeure clause does not apply and provides no support for Tenant's claim that Landlord breached the lease by refusing to refund the rent Tenant paid during the closure period.
By its plain language, the force majeure clause applies where "restrictive laws" delay, hinder, or prevent the performance of any "act" required under the lease. But the operation of a health club and fitness facility is not an "act" required under the lease; it's a permissible "use" as defined in section 1.9. The parties’ use of these differing terms undercuts Tenant's argument that the force majeure clause applies to the facts of this case. See Kel Homes, LLC v. Burris , 933 So. 2d 699, 703 (Fla. 2d DCA 2006) ("[T]he use of different language in different contractual provisions strongly implies that a different meaning was intended."); Rosa v. Safepoint Ins. Co. , 350 So. 3d 468, 471 (Fla. 5th DCA 2022) ("[W]here the document has used one term in one place, and a materially different term in another, the presumption is that the different term denotes a different idea." (alteration in original) (quoting Ahearn v. Mayo Clinic , 180 So. 3d 165, 171 (Fla. 1st DCA 2015) )).
In summary, Tenant's obligation to pay rent was not conditioned upon its ability to continuously operate the premises as a health club throughout the lease term; the fact that government-mandated restrictions affected its ability to do so for seventy-five days out of a fifteen-year (5,475-day) lease term does not create a "force majeure event" under the plain language of this lease. Even accepting Tenant's position that it paid rent under protest during the closure period, the plain text of the force majeure clause, read in context with other provisions of the lease, renders the force majeure clause inapplicable. We employ a hypothetical to demonstrate this point: if the government-mandated restrictions had lasted for several years instead of several weeks, Tenant nonetheless would have been required to honor its rent obligation—and could have done so by converting its use to one of the many other retail or office uses permitted under the lease. Or it could have ceased operating altogether ("gone dark") as authorized by Section 8.1 of the lease, thereby triggering Landlord's right to recapture the premises (which, in turn, would relieve Tenant of its rent obligation). The lease, read as a whole and in context, confirms the parties’ intent that Tenant—not Landlord—assumed the risk that Tenant's "primary use" of the premises as a health club could become difficult or impossible to achieve; the lease also confirms that Landlord assumed no duty or obligation to ensure Tenant's ability to continuously operate a health club throughout the term of the lease, nor did Landlord agree to forgive Tenant's rent obligation if government-mandated restrictions prevented Tenant from using the premises in a particular manner.
As has been oft-said, it is not the role of the courts "to rewrite a contract to make it more reasonable for one of the parties ... or, in the guise of interpretation, relieve a contracting party from the consequences of a bad bargain." Famiglio , 279 So. 3d at 740 (citations omitted). Landlord and Tenant are sophisticated parties who agreed to the terms of this commercial lease; we cannot rewrite the agreement to relieve Tenant of the impact of government restrictions that were temporarily implemented as a result of the COVID-19 pandemic.
Tenant is one of probably millions of American businesses whose operations were limited or prohibited by virtue of pandemic-related government restrictions. State and federal governments responded to the financial impact of such restrictions by providing extensive aid packages to businesses throughout the country. However, there is no evidence in this record as to whether Tenant (or, for that matter, Landlord) took advantage of such relief.
C. Impossibility/Impracticability
Tenant relies on the doctrine of impossibility of performance to argue that its rent obligation should be excused because government-mandated restrictions made it impossible to operate a health club on the premises. Again, Tenant's position chiefly is predicated on the argument that Landlord breached a contractual "warranty" that Tenant could operate a health club on the premises throughout the term of the lease. But—as discussed above—Landlord made no such warranty. The doctrine of impossibility of performance applies to discharge a party "from performing a contractual obligation which is impossible to perform and the party neither assumed the risk of impossibility nor could have acted to prevent the event rendering the performance impossible." Marathon Sunsets, Inc. v. Coldiron , 189 So. 3d 235, 236 (Fla. 3d DCA 2016). But "courts are reluctant to excuse performance that is not impossible but merely inconvenient, profitless, and expensive." Valencia Ctr., Inc. v. Publix Super Markets, Inc. , 464 So. 2d 1267, 1269 (Fla. 3d DCA 1985). Once again, it is plain on this record that the government-mandated restrictions did not render Tenant's obligation to pay rent impossible—to the contrary, Tenant paid the rent. Tenant's undisputed performance of its obligation to pay rent during the seventy-five-day closure period was—at worst—"not impossible but merely inconvenient, profitless, and expensive." Id. Consequently, the doctrine of impossibility of performance does not apply to excuse Tenant's rent obligation during the closure period. Tenant's impracticability argument is based on the same theory as its impossibility argument. The doctrine of impracticability of performance applies to excuse performance when "after a contract is made, a party's performance is made impracticable without his fault by the occurrence of an event the non-occurrence of which was a basic assumption on which the contract was made." Fla. Laundry Servs., Inc. v. Sage Condo. Ass'n , 193 So. 3d 68, 68 (Fla. 3d DCA 2016) (quoting Restatement (Second) of Contracts § 261 ). Florida law has "embraced" this doctrine as a defense to a breach of contract claim and "explicitly recognizes that ‘[it] is not limited to strict impossibility, but includes "impracticability" due to unreasonable expense.’ " Id. Tenant's impracticability argument fails for the same reasons its impossibility argument fails. In short, because this record makes clear that Tenant's performance of its obligation to pay rent during the closure period was neither impossible nor impracticable, we conclude that the doctrines of impossibility and impracticability of performance do not apply to excuse Tenant's obligation to pay rent.
D. Frustration of Purpose
Tenant relies on the doctrine of frustration of purpose to contend that its obligation to pay rent was excused because "the purpose of the lease itself—the right to operate its health/fitness facility throughout the lease term without restrictions" was frustrated. As Landlord correctly argues, however, the doctrine generally applies to relieve one party of its contractual obligations where the purpose of a contract has been "frustrated because of the failure of consideration, or impossibility of performance by the other party ." See, e.g. , Home Design Ctr.--Joint Venture v. Cnty. Appliances of Naples, Inc. , 563 So. 2d 767, 770 (Fla. 2d DCA 1990) (emphasis added). Landlord did nothing to frustrate the purpose of the lease; any frustration is attributable to the government-mandated restrictions, over which Landlord had no control.
Landlord also argues that the doctrine does not apply to excuse a party's performance where the difficulties constituting frustration were foreseeable. As the trial court correctly found, the parties expressly contemplated the possibility of "restrictive laws," as evidenced by their inclusion of that text in the force majeure clause. In simple terms, the parties agreed that if either party's performance was delayed, hindered, or prevented by "restrictive laws," such performance would be excused only if it could not be cured by the payment of money. Clearly, then, the parties anticipated the possibility of "restrictive laws" impairing a party's ability to perform its obligations under the lease. And our analysis makes clear that the government-mandated restrictions did not impair either party's ability to perform its obligations under the lease. As a result, the doctrine of frustration of purpose is inapplicable.
Landlord also contends that the equitable doctrines apply only to terminate or rescind a contract that has become permanently (as opposed to temporarily) impossible to perform; according to Landlord, the doctrines do not support relief of the type that Tenant sought for a midcourse disruption of relatively short duration. We need not address this argument because we conclude the doctrines are inapplicable for other reasons.
We are mindful of the hardships that Tenant and countless other businesses faced at the outset of the COVID-19 pandemic. But, as a matter of law, neither the lease nor the equitable doctrines upon which Tenant relies support the relief that Tenant sought. Therefore, we find no error in the trial court's decision to grant Landlord's summary judgment motion and to deny Tenant's summary judgment motion, and we affirm the final judgment in favor of Landlord.
Affirmed.
MORRIS, C.J., and SLEET, JJ., Concur.