Jeffery C. Wiles, William Talbot, and Cowen Auto Parts, Inc., d/b/a WBC Enterprises, Plaintiffs Below, Petitioners
Work4WV-Region 1, Inc., a West Virginia Corporation, Defendant Below, Respondent
(Webster County 16-C-13)
Jeffery Wiles, William Talbot, and Cowen Auto Parts, Inc.,
d/b/a WBC Enterprises ("petitioners"), by counsel
Howard J. Blyer, appeal the Circuit Court of Webster
County's May 23, 2017, order that granted
respondent's (Work4WV-Region 1, Inc.) petition for
declaratory judgement. Respondent, by counsel Thomas W. White
and Haley S. Hillen, filed a response in support of the
circuit court's order. On appeal, petitioners argue that
the circuit court erred in its finding that respondent
properly cancelled a lease between the parties pursuant to
Court has considered the parties' briefs and the record
on appeal. The facts and legal arguments are adequately
presented, and the decisional process would not be
significantly aided by oral argument. Upon consideration of
the standard of review, the briefs, and the record presented,
the Court finds no substantial question of law and no
prejudicial error. For these reasons, a memorandum decision
affirming the order of the circuit court is appropriate under
Rule 21 of the Rules of Appellate Procedure.
parties entered into a written lease agreement dated May 21,
2013, where petitioners agreed to lease a certain portion of
real property to respondent. The lease included twenty
provisions. The first of those provisions provides as
TERM AND NOTICES
The term of this lease, subject to the provisions hereof,
shall begin on June 1, 2013; tenant shall occupy the subject
space no later than June 1, 2013, provided the landlord has
made the necessary accommodations for tenant's use of
subject spaces. If the landlord has failed to make the
necessary accommodations by June 1, 2013, this lease shall be
considered canceled and null. This lease shall be considered
renewed for each ensuing fiscal year during the term of the
lease unless it is canceled by WORK4WV-REGION 1, INC. 30 days
before the end of the fiscal year (June 30). The signing of
[the] Lease supersedes and cancels all previous agreements
between the parties hereto.
Notices may be given by personal service upon the party(s)
entitled to such notice, or by certified mail, duly stamped
and directed to the last-known address of the party to be
notified, and deposited in the post office. The proper
mailing of such notice and not the receipt thereof shall
constitute the giving of such notice by either party to the
other. Notice shall be directed . . . [ to the parties'
address which were provided].
The fourteenth term of the parties' contract provides as
(14) CANCELLATION OF LEASE
It is further agreed by and between the parties hereto that
the WORK4WV-REGION 1, INC. as Lessee, shall have the right to
cancel this lease, without further obligation on the part of
the Lessee, upon giving thirty (30) days written notice to
the Lessor, such notice being given at least thirty (30) days
prior to the last day of the succeeding month.
April 30, 2014, respondent sent an e-mail to one of
petitioners' personal e-mail accounts notifying him that
the lease would be cancelled effective June 30, 2014.
Petitioners responded on June 11, 2014, and notified
respondent that e-mail was not proper service of notice in
accordance with the terms of the lease. On June 13, 2014,
respondent sent a certified letter canceling the lease if the
earlier April of 2014 e-mail did not constitute proper
notice. In this letter, respondent asserted that the
cancellation of the lease would be effective July 13, 2014,
in accordance with provision fourteen of the lease.
Petitioners argued that respondent's notice of
cancellation was less than thirty days before the end of the
2014 fiscal year and, therefore, provision one renewed the
lease agreement for another full year.
April 26, 2016, petitioners filed a complaint for declaratory
judgment alleging that respondent's initial notice of
cancelation by e-mail was improper and the notice given on
June 13, 2014, was untimely and, therefore, ineffective in
providing notice before the lease renewed for the 2015 fiscal
year. Respondent answered that the April 30, 2014, e-mail was
proper notice of cancellation or, in the alternative, the
June 13, 2014, notice of cancelation was proper notice of
cancellation in accordance with provision fourteen. The
parties submitted memorandums of law in support of their
the circuit court found that respondent's e-mail was not
proper notice, but the certified letter sent on June 13,
2014, provided proper notice of cancellation. Additionally,
the circuit court found that provision fourteen provided a
"contractual right for the lessee to terminate their
leasehold on the premises, at any time, for any reason, and
without penalty or further obligation." Therefore,
respondent properly terminated the lease effective July 31,
2014, regardless of the renewal for the 2015 fiscal year.
Accordingly, "because the lease afforded [respondent]
the right to terminate the agreement without imposing further
penalty or obligations, that [petitioners] [are] only
entitled to rent monies up through the termination date of
July 31, 2014." Petitioners now appeal this May 23,
2017, declaratory judgement order.
explained that "[a] circuit court's entry of a
declaratory judgment is reviewed de novo." Syl.
Pt. 1, Marlin v. Wetzek Cty Bd. of Educ., 212 W.Va.
215, 569 S.E.2d 462 (2002) (quoting Syl. Pt. 3, C ...