P & N Investments, LLC, d/b/a Dickey's Barbecue Pit v. Frontier Mall Associates, LP

Summary

The Wyoming Supreme Court affirmed summary judgment for Frontier Mall Associates, holding that a lease provision governing payment of a tenant finish allowance was unambiguous. The provision required evidence concerning lien satisfaction or waiver and an affidavit that all work had been paid for, including work performed by subcontractors. Because unpaid subcontractors remained, P & N Investments was not entitled to the allowance.

Holdings

1. The lease provision requiring evidence satisfactory to the Mall from the general contractor and subcontractors concerning lien satisfaction or waiver, together with an affidavit that all work had been paid for, is unambiguous.
2. The phrase "all work" includes work performed by subcontractors as well as work performed by the general contractor, and every component of the project had to be paid before the finish allowance became due.
3. P & N's payment to CCI and affidavit stating that CCI had been paid did not satisfy the lease requirement that all work be paid for.
4. The Mall did not act in bad faith by insisting on compliance with the lease's requirement for satisfactory evidence of lien satisfaction or waiver.

Questions Presented

1. Whether the lease provision requiring evidence that liens had been satisfied or waived and an affidavit that all work had been paid for was unambiguous.
2. Whether the phrase "all work has been paid for" required payment of work performed by subcontractors, in addition to payment made by P & N to the general contractor, before the tenant finish allowance became due.
3. Whether P & N's payment to the general contractor and affidavit stating that the general contractor had been paid satisfied the lease conditions.

Disposition

affirmed