Video Zone, Inc. v. KF & F Properties, L.C., 267 Va. 621

Summary

The Supreme Court of Virginia considered whether a commercial lease required the tenant to replace HVAC equipment located primarily on the building's roof. The court held that the lease was ambiguous regarding responsibility for the exterior HVAC equipment, but affirmed the judgment for the landlord because the parties' practical dealings and other evidence supported the finding that the tenant was responsible for replacement.

Holdings

1. The lease provisions were ambiguous because they could be understood to assign responsibility for the roof-located HVAC equipment either to KF & F, as part of the exterior and roof, or to Video Zone, as part of the heating and cooling equipment.
2. When lease terms are ambiguous, the court may consider parol evidence and the parties' practical dealings to ascertain their intent, and construction of the ambiguous agreement is submitted to the fact finder.
3. The circuit court's finding that Video Zone was responsible for replacing the HVAC equipment was supported by the evidence and therefore had to be affirmed.

Questions Presented

1. Whether the commercial lease unambiguously assigned responsibility for replacing HVAC equipment located primarily on the roof.
2. If the lease was ambiguous, whether parol evidence and the parties' practical dealings supported the circuit court's finding that Video Zone was responsible for replacing the HVAC equipment.
3. Whether the circuit court's judgment awarding KF & F the replacement cost should be affirmed.

Disposition

affirmed