Lease Agreement Warrant-of-Attorney Amendment Assent to Terms
2300 Chestnut Assoc., LP v. Saxbys Coffee, Inc., PICS Case No. 17-1012 (C.P. Philadelphia June 27, 2017) Djerassi, J. (8 pages).
The defendant tenant did not give a clear manifestation of assent to the use of a warrant-of-attorney provision in an original lease where the parties executed three subsequent amendments which made only general references to the warrant-of-attorney provision. The court granted defendant's petition to strike a confessed judgment.
Plaintiff 2300 Chestnut Associates, L.P., the landlord in this matter, owns certain property on Chestnut Street in Philadelphia. Landlord entered into a lease agreement with defendant tenant, Saxbys Coffee Inc. on Nov. 10, 2014, whereby tenant acquired a leasehold interest in a portion of the Philadelphia property. The lease included a rider with a confession of judgment provision. The parties later amended the lease on three separate occasions. These amendments contained language reaffirming all the provision of the original lease. In May 2017, landlord confessed judgment in ejectment against tenant. According to the complaint in confession of judgment, tenant breached the lease by causing certain damage to the rental property, among other things. Tenant petitioned the court to strike or open the confession of judgment and for a stay of execution. The judgment was fatally flawed because the three amendments to the parties' lease lacked any confession of judgment language and did not specifically incorporate the confession of judgment clause by reference, tenant argued. The court considered Scott v. 1532 Walnut Corp., 447 A.2d 951 (Pa. Super.), wherein the landlord's amendment sought to adopt and confirm, by mere general reference, all the terms and conditions of the original documents at issue, including an original warrant-of-attorney. The Scott court found that such a general reference was insufficient to bind a party to the original warrant-of-attorney. Here, as in Scott, the original lease contained a clear confession of judgment rider; however, the amendments to the lease did not republish or specifically reference the warrant-of-attorney from the original confession of judgment rider. Landlord's mere general references to the original rider were insufficient to bind tenant to the confession of judgment provision because tenant did not give a clear manifestation of assent to the use of a warrant-of-attorney provision. The court found no direct relationship between the original warrant-of-attorney in the original lease rider and the signatures of tenant's representatives at the bottom of each of the three amendments. As such, landlord's judgment entered by confession was void and defendant was entitled to relief.