Present: Carrico, C.J., Compton, Stephenson, Whiting,1

 Lacy, 

Hassell, and Keenan, JJ. 

CAPITAL COMMERCIAL PROPERTIES, INC. 

v. Record No. 941926 OPINION BY JUSTICE LEROY R. HASSELL 

 September 15, 1995 

VINA ENTERPRISES, INC. 

FROM THE CIRCUIT COURT OF ARLINGTON COUNTY 

William T. Newman, Jr., Judge 

 The primary issue we consider in this appeal is whether an 

"option to extend" provision in a lease is ambiguous. 

 The tenant, Vina Enterprises, Inc., executed a lease with 

Capital Commercial Properties, Inc. Vina leased approximately 

22,020 square feet of ground floor area in the Plaza Seven 

Shopping Center, located in the City of Falls Church. Vina 

subdivided the demised space and sublet the demised space to 

certain shopkeepers, who operated a "mini-mall" known as the Eden 

Center. 

 The original leasehold period was 10 years. The lease 

contains the following paragraphs pertinent to this dispute. 

Paragraph 34(A), described as the "Option to Extend," states in 

relevant part: 

 34. (A) Provided Tenant shall not then be in 

default under any of the agreements and conditions in 

this lease contained, Tenant shall have the right, at 

its election, to extend the original term of this lease 

for an additional period of five (5) years commencing 

upon the expiration of the original term, provided, 

further, that Tenant shall give Landlord notice of the 

exercise of its election hereunder not less than six 

(6) months prior to the expiration of the original 

term. Provided Tenant shall not then be in default 

under any of the agreements and conditions in this 

lease contained, Tenant shall have the right, at its 

election, to extend the original term of this lease as 

previously extended for an additional period of five 

 1Justice Whiting participated in the hearing and decision 

of this case prior to the effective date of his retirement on 

August 12, 1995. 
(5) years commencing upon the expiration of the 

original term as previously extended, provided, 

further, that Tenant shall give Landlord notice of the 

exercise of its election hereunder not less than six 

(6) months prior to the expiration of the original term 

as previously extended. 

 Paragraph 15(A) of the lease, which governs defaults, states 

in relevant part: 

 15. (A) (1) If Tenant shall default in the 

payment of rent or any other payment required of Tenant 

and if Tenant shall fail to cure said default within 

seven (7) days after Landlord shall give notice thereof 

to Tenant, or (2) if Tenant shall default in the 

performance or observance of any other agreement or 

condition on its part to be performed or observed 

hereunder and if Tenant shall fail to cure said default 

within fifteen (15) days after Landlord shall give 

notice thereof to Tenant . . . then, in any of such 

cases, Landlord lawfully may, immediately or at any 

time thereafter, and without any further notice or 

demand, enter into and upon the demised premises, or 

any part thereof in the name of the whole, by force or 

otherwise, and hold the demised premises as if this 

lease had not been made. 

 Paragraph 24 of the lease, which governs failure of 

performance, states in relevant part: 

 24. (A) If Tenant shall default in the 

performance or observance of any agreement or condition 

in this lease contained on its part to be performed or 

observed, other than an obligation to pay money, and 

shall not cure such default within thirty (30) days 

after notice from Landlord specifiying [sic] the 

default, Landlord may, at its option, without waiving 

any claim for damages for breach of agreement, at any 

time thereafter cure such default for the account of 

Tenant, and any amount paid or any contractual 

liability incurred by Landlord in so doing shall be 

deemed paid or incurred for the account of Tenant, 

Tenant agreeing to reimburse Landlord promptly therefor 

or save Landlord harmless therefrom. Landlord may cure 

any such default as aforesaid prior to the expiration 

of said waiting period, but after notice to Tenant, if 

the curing of such default prior to the expiration of 

said waiting period is reasonably necessary to protect 

the real estate or Landlord's interest therein or to 

prevent injury or damage to persons or property. 

 Relying upon paragraph 34(A), Vina gave Capital notice of 

its intent to exercise the option to extend. Upon receipt of 
Vina's notice, Capital informed Vina that the option could not be 

exercised because of certain purported defaults. Vina sought to 

cure the purported defaults and notified Capital of its efforts 

to do so. 

 Thereafter, Vina forwarded to Capital a new notice of its 

intention to extend the lease. Vina also requested that Capital 

notify Vina whether Capital believed Vina had exercised properly 

the option to extend the lease. Capital did not respond to 

Vina's requests, nor did Capital assert any additional defaults 

until the option renewal period had expired. 

 Vina filed this action seeking a declaration that it had 

properly exercised the option to extend and, therefore, it was 

entitled to lease the demised premises for an additional term of 

five years. At the conclusion of a bench trial, the trial court 

held, among other things, that the lease is ambiguous and that 

Vina had properly exercised its right to extend the lease for a 

term of five additional years. We awarded Capital an appeal. 

 First, Capital argues that Vina does not have a right to 

exercise the option to extend because Vina was in default when it 

attempted to extend the original leasehold term. Vina argues 

that the evidence presented below indicates that it was not in 

default. We disagree with Vina. 

 Paragraph 9(A) of the lease states: 

 9. (A) Tenant agrees that during the term of 

this lease the demised premises will be used and 

occupied solely for the purposes specified in Article 

32 of this Lease and for no other purpose(s) 

whatsoever. 

There is no dispute between the litigants that Article 32 of the 

lease does not permit Vina or its subtenants to operate a travel 
agency on the demised premises. 

 Gioan Nguyen, president of Vina, testified that one of 

Vina's sub-tenants conducted a business known as Liberty Travel 

Service in the demised premises and that this business was 

conducted during the option renewal period. Nguyen also 

testified that another travel agency, Blue Skies Travel Services, 

also sublet a portion of the demised premises during that period. 

 Without question, these unauthorized uses constitute defaults 

within the meaning of paragraph 34(A), and it is an elementary 

principle of landlord-tenant jurisprudence that a tenant is 

responsible for the sub-tenant's breach of the lease. 1 Milton 

R. Friedman, Friedman on Leases § 7.702 (3d ed. 1990). 

Therefore, we hold that Vina was in default when it attempted to 

extend the original term of the lease. 

 Next, Vina argues that the lease, when read as a whole, is 

ambiguous, and any ambiguity should be construed against Capital, 

the drafter of the lease. Vina contends that paragraphs 15(A) 

and 24 require that Capital notify Vina in the event of a default 

or a failure of performance, and, therefore, a similar notice 

requirement is applicable in paragraph 34. Hence, Vina says that 

it is entitled to an additional term of five years because 

Capital failed to notify Vina of any default, thus depriving Vina 

of an opportunity to cure any default. 

 Capital argues that the lease is unambiguous and that the 

option to extend did not require Capital to notify Vina of any 

defaults that Vina had not cured during the period in which Vina 

could have exercised its option to extend. Thus, Capital says 

that Vina is not entitled to extend the lease for an additional 
term. We agree with Capital. 

 We follow the "plain meaning" rule when construing written 

instruments: 

 [W]here an agreement is complete on its face, is plain 

and unambiguous in its terms, the court is not at 

liberty to search for its meaning beyond the instrument 

itself . . . . This is so because the writing is the 

repository of the final agreement of the parties. 

Berry v. Klinger, 225 Va. 201, 208, 300 S.E.2d 792, 796 (1983) 

(quoting Globe Company v. Bank of Boston, 205 Va. 841, 848, 140 

S.E.2d 629, 633 (1965)); Management Enterprises v. The Thorncroft 

Co., 243 Va. 469, 472, 416 S.E.2d 229, 231 (1992). The word 

"ambiguity" is defined as "the condition of admitting of two or 

more meanings, of being understood in more than one way, or of 

referring to two or more things at the same time." Berry, 225 

Va. at 207, 300 S.E.2d at 796 (quoting Webster's Third New 

International Dictionary 66 (3d ed. 1976)). Additionally, and 

just as important, "we must interpret the agreement as written 

and we are not free to rewrite its terms." Management 

Enterprises, 243 Va. at 472, 416 S.E.2d at 231; Graphic Arts 

Mutual Ins. v. C.W. Warthen Co., 240 Va. 457, 460, 397 S.E.2d 

876, 877-78 (1990). 

 The plain language used in the option to extend does not 

require Capital to give Vina notice of any defaults. There is 

simply no such requirement in paragraph 34(A), and we will not 

impose such a requirement where none exists. It is true, as Vina 

observes, that paragraphs 24 and 15(A) require that Capital give 

notice of defaults to Vina and permit Vina to cure such defaults. 

 However, these notice provisions, which are found in separate 

paragraphs of the lease dealing with the tenant's default and 
possible loss of possession during the lease, do not render the 

plain language in paragraph 34(A), giving the tenant the right to 

extend the lease, capable "of being understood in more than one 

way, or of referring to two or more things at the same time." 

Berry, 225 Va. at 207, 300 S.E.2d at 796. Accordingly, we hold 

that paragraph 34(A) of the lease is not ambiguous and that this 

paragraph does not impose a contractual duty upon Capital to give 

notice of a default to Vina.2 

 Paragraph 20 of the lease, which governs waivers, states: 

 20. Failure of Landlord to complain of any act or 

omission on the part [of] Tenant, no matter how long 

the same may continue, shall not be deemed to be a 

waiver by Landlord of any of its rights hereunder. No 

waiver by Landlord at any time, express or implied, of 

any breach of any provision of this lease shall be 

deemed a waiver of a breach of any other provision of 

this lease or a consent to any subsequent breach of the 

same or any other provision. If any action by Tenant 

shall require Landlord's consent or approval, 

Landlord's consent to or approval of such action on any 

one occasion shall not be deemed a consent to or 

approval of such action on any subsequent occasion or a 

consent to or approval of any other action on the same 

or any subsequent occasion. No payment by Tenant or 

acceptance by Landlord of a lesser amount than shall be 

due from Tenant to Landlord shall be deemed to be 

anything but payment on account, and the acceptance by 

Landlord of a check for a lesser amount with an 

endorsement or statement thereon or upon a letter 

accompanying such check that such lesser amount is 

payment in full shall not be deemed an accord and 

satisfaction, and Landlord may accept such check 

without prejudice to recover the balance due or pursue 

any other remedy. Any and all rights and remedies 

which Landlord may have under this lease or by 

operation of law, either at law or in equity, upon any 

breach shall be distinct, separate and cumulative and 

shall not be deemed inconsistent with each other, and 

no one of them, whether exercised by Landlord or not, 

shall be deemed to be in exclusion of other, any two or 

more or all of such rights and remedies being 

 2We find no merit in Vina's argument that Capital is 

equitably estopped from asserting that Vina is in default. 

As we have held, paragraph 34(A) does not require that 

Capital give notice of any default to Vina, and, hence, 

equitable estoppel is not applicable. 
exercisable at the same time. 

 Vina argues that this paragraph conflicts with paragraph 

34(A) because the two paragraphs do "not lend themselves to 

harmonious interpretation" and that the paragraphs, when read 

together, create an ambiguity. We disagree. Paragraph 20, among 

other things, makes it clear that Capital's failure to complain 

of any act or omission on the part of the tenant does not 

constitute a waiver of Capital's legal rights and/or remedies. 

We simply find no language in paragraph 20 that conflicts with or 

creates an ambiguity with the language in paragraph 34(A). 

 Accordingly, we will reverse the judgment of the trial court 

and enter final judgment here on behalf of Capital. 

Reversed and final judgment.