SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-0769-16T3

NEW JERSEY CHINESE COMMUNITY

CENTER,

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 of 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NOT FOR PUBLICATION WITHOUT THE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." 

Although 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, 2017
2 A-0769-16T3

College Prep Charter School (tenant). At the trial's conclusion, 

the judge recognized that the written lease's description of the 

premises was ambiguous, and he found, based on the parties' 

intentions and their subsequent actions, that the disputed area 

was part of the leased premises. Because our 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 Judge Kevin M. Shanahan

in his well-reasoned written decision.

The judge found that the landlord owns a building on 

Schoolhouse Road in Somerset. Part of that building was leased 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 southern 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 areas that 

were highlighted in both yellow and red. There is no dispute that 

the yellow-highlighted area was leased to the tenant and that unhighlighted areas were not leased. Only a single red-highlighted 

area was disputed: the landlord claims the red area was not leased, 

and the tenant claims it was.
3 A-0769-16T3

Judge Shanahan found the lease failed to provide an

unambiguous designation of the leased premises. The lease did not 

clearly express whether the red area was within or without the 

leased area. For example, the lease 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." This 

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 canons of contract 

interpretation.

The judge observed, as the Court held in Tessmar v. Grosner, 

23 N.J. 193, 201 (1957), that, in ascertaining the contracting 

parties' common intentions, 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 the 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 premises. The judge first recognized that another 
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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, the judge found that

"shortly 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 was the only 

conceivable 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 disputed area highlighted in red; if 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 used by the tenant as 

a gymnasium 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 determination that the 

parties intended from the beginning that the disputed area fell 
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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 leased 

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 in 2013, the judge concluded that the disputed, redhighlighted 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.