SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO . A - 0769
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NEW JERSEY CHINESE COMMUNITY C ENTER, Plaintiff
- Appellant,

v. CENTRAL JERSEY COLLEGE PREP CHARTER SCHOOL,

Defendant
- Respondent.

____________________ __________________ Argued November 14, 2017

– Decided Before Judges Fisher, Fasciale and Sumners. On appeal from Superior Court of New Jersey, Law Division, Somerset County, Docket No. L - 1444
- 15. Cynthia M. Hwang argued the cause for appellant . Arthur L. Skaar, Jr. , argued the cause for respondent.
PER CURIAM The trial o f this tenancy action focused on a disagreement
about the scope of the premises leased by plaintiff New Jersey Chinese Community Center ( landlord) to defendant Central Jersey NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court . " A lthough it is posted on the internet , this opinion is binding only on the parties in the case and its use in other cases is limited . R. 1:36
- 3.

December 1, 20172 A - 0769
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College Prep Charter School ( tenant) . At the trial's conclusion , the judge recogniz ed that the written lease 's description of the premises was ambiguous , and he found, based on the parties' intentions and their subs equent actions, that the disputed area was part of the leased premises. Because o ur standard of review compels deference to the trial judge's findings of fact , Rova Farms Resort, Inc. v. Inv'rs Ins. Co. of Am. , 65 N.J. 474, 484 (1974), we affirm the dismissal of the landlord 's tenancy action substantially for the reasons set forth by J udge Kevin M. Shanahan in his well
- reasoned written decision . The judge found that the landlord owns a building on
Schoolh ouse Road in Somerset. Part of that building was le ased to the tenant in 2008. The parties' written lease defines the leased premises as "some 45,000 square feet [of] space and facilities of
the south ern portion of the building"; in attempting to elaborate , "[a] copy of the floor plan indicating the space is hereto attached and highlighted " was appended. This floor plan depicted area s t hat

were highlighted in both ye llow and red. There is no dispute that the yellow
- highlighted area was leased to the tenant and that un highlighted areas were not leased . Only a single red
- highlighted

area was dispute d: the landlord claims t he red area was not leased , and the tenant claims it was.3 A - 0769
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Judge Shanahan found the lease failed to provid e a n unambiguous designation of the leased premises. T he lease did not clearly express whether the red area was within or without the
leased area . For example, t he lea se didn't declare that the leased premises are or are not " highlighted in yellow" or " that the area in red " is or is not " part of the leased premises." The lease stated only that the leased premises were "highlighted . " T his unclear description created the ambiguity the judge was required to resolve through an examination of parol evidence and an application of the common law's familiar canon s of contract interpretation . The judge observed, as the Court held in Tessmar v. Grosner , 23 N.J. 193, 201 (1957), th at , in ascertaining the contracting parties' common intention s , he was required to consider "the relations of the parties, the attendant circumstances, and the objects they were trying to attain" with an understanding that the lease "must be construed in t he context of the circumstances under which it was entered into "; in addition, because of the ambiguity, the judge was required to "accord[]" the contract " a rational meaning in keeping with the express general purpose." Judge Shanahan ultimately endorsed the tenant' s contention that the disputed area

– the area highlighted in red

– was part of the leased prem ises . T he judge first recognized that another4 A - 0769
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paragraph in the lease obligated the tenant "to be responsible for cost of approvals and construction for interior alterations affecting the leased premises ," and the sentence that immediately
followed in that same paragraph contained the landlord's agreement "to permit [t]enant to construct a gymnasium." Finding a relationship between these provisions, th e judge found that
"shortl y after the [l]ease's inception " the tenant "began to physically convert " a portion of the leased premises " into a gymnasium." And he further linked that agreement and those actions to the disputed area because the disputed area w as the only

co nceivable space that had "ceilings high enough for a gymnasium. " In short, the landlord promised that the tenant could construct a gymnasium in the leased premises and the only area that could be so converted was the di sputed area highlighted in red; i f that were not so, the authorization given by the landlord to the tenant to physically convert a portion of the property into a gym would have been nonsensical. Judge Shanahan also determined that the disputed , red
- highlighted area was in fact u sed by the tenant as
a gym nasium from the lease's outset
– a finding that further illuminated the parties' agreement about the scope of the leased premises. In short, the events that followed the lease's
commencement fully supported the judge's determinati on that the parties intended from the beginning that the disputed area fell5 A - 0769
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within the original description of the leased premises. Michaels
v. Brookchester , Inc. , 26 N.J. 379, 388 (1958) (recognizing that "[w]here ambiguity exists, the subsequent conduct of the parties in the performance of the agreement may serve to reveal their original understanding"). Any other interpretation, in light of the parties' conduct, would have rendered meaningless the provisions regarding the conversion of portions of the le ased premises and the obligation of the tenant to obtain approval for any modifications. For these reasons, as well as the findings the judge made in examining the later lease amendments and the conduct of the parties starting i n 2013 , the judge concluded that the disputed , red
highlighted area was part of the leased premises. Those findings
command our deference. Rova Farms , supra , 65 N.J. at 484. Because the resolution of the dispute about the scope of the leased premises was determinative of the landlord's cause of action, the judge properly dismissed the complaint. Affirmed.