Q: Do I have to paint the ceiling, door and window frames, etc, if my contract states walls and or any touch up?
I own a restaurant in an HOA community and they own the building. In my contract it states in the repair and maintenance, “When considered necessary, the operator will assume the expense of any touch up or painting to the interior walls subject to approval by the HOA.”
I was asked to sign a paper they typed up stating, “WHEREAS under the Operator’s Agreement, (my company) is responsible for the routine upkeep of all spaces inside the restaurant which includes painting of the walls, ceilings, door and window frames, etc, of the restaurant.”
As my contract states only touch up and interior walls, does the ceilings, door and window frames,etc, my obligations?
A: While an attorney cannot give you a definitive answer based on an excerpt you include in a post without reading the entire agreement, it appears they are trying to correct an oversight on their part. You will need to make a decision because dispute this could be very expensive if it goes to litigation or your landlord may decide to not renew your lease and moving your business could also be very expensive. You should weigh the costs of litigation ($20,000-$150,000 or more depending on how far it goes) versus the cost of moving your business versus the cost of painting/touching up ceilings and frames.
A: The practical answer requires you to answer one question: Do you want to continue operating the restaurant or not? If you do, then stop arguing about the nitty-gritty details and re-paint the interior.
Charles M. Baron agrees with this answer
A: The technical issues (as opposed to the PRACTICAL issue my colleagues wisely raised) are whether there was meeting of the minds on the painting issue, the plain text of the agreement and dictionary definitions thereof, and what is deemed to be common sense in this situation. IF there is absolutely no other language in the agreement that touches on this issue (and that's a big "if"), I think the common sense interpretation of this is that you are responsible for painting all walls and everything else that attached, including doors and window frames, but not responsible for painting the ceiling. (Not worth getting into a fight over.)
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