Opinion issued November 1, 2016




                                       In The

                               Court of Appeals
                                      For The

                           First District of Texas
                             ————————————
                               NO. 01-15-01041-CV
                            ———————————
      TWO BRIARLAKE PLAZA LP F/K/A BEHRINGER HARVARD
                BRIARLAKE LAND LP, Appellant
                                         V.
           SAMSUNG ENGINEERING AMERICA, INC., Appellee


                     On Appeal from the 61st District Court
                             Harris County, Texas
                       Trial Court Case No. 2015-24793


                          MEMORANDUM OPINION

      This appeal is from the trial court’s summary judgment in a declaratory

judgment action to construe provisions of a commercial lease relating to subletting

of parking spaces. The tenant, Samsung Engineering America, Inc., contends that

the lease permits parking spaces to be assigned to a sublessee along with the sublease
of office space. The landlord, Two Briarlake Plaza LP f/k/a Behringer Harvard

Briarlake Land LP (“Briarlake”), on the other hand, argues that Samsung must obtain

separate consent for the assignment of parking spaces unless Samsung is subleasing

office space to an affiliate, for which Briarlake’s consent is not required. The parties

filed cross-motions for summary judgment, and the trial court entered a declaratory

judgment in favor of Samsung. Briarlake argues that the trial court erred because

the lease is unambiguous and Briarlake’s interpretation of the lease is the only

reasonable interpretation, or, in the alternative, the lease is ambiguous. Because we

conclude the lease is unambiguous and permits Samsung to assign parking when it

sublets office space, we affirm.

                                     Background

      In May 2012, Samsung signed a 12-year lease for approximately 160,000

rentable square feet of office space located in Two Briarlake Plaza, a commercial

office building in the Westchase area of Houston. The lease allotted Samsung four

parking spaces in the building’s parking facility for every 1,000 rentable square feet

leased, which amounted to over 600 parking spaces.

      After the lease was signed, a dispute arose regarding the terms under which

Samsung could assign parking spaces to a sublessee. The summary-judgment record

contains sparse information regarding how the dispute arose, but it reflects that

Samsung sued Briarlake for a declaratory judgment to construe provisions of the



                                           2
lease in April 2015. Samsung sought a declaration that pursuant to paragraph 7 of

Exhibit D of the lease, it was permitted to assign parking spaces in correlation to the

amount of any subleased office space and Briarlake could not terminate parking

spaces assigned in this fashion. Essentially, Samsung took the position that the lease

provided for the assignment of parking spaces along with any sublease of office

space. Relatedly, Samsung argued that Briarlake could terminate its right to parking

spaces under paragraph 7 only if Samsung tried to assign parking spaces apart from

an office space sublease without Briarlake’s consent.

      Exhibit D of the lease governs parking. Paragraph 7 provides:

      Except as otherwise provided for in Section 14, Tenant shall not assign
      or sublease any of the [Parking] Spaces without the consent of
      Landlord. Landlord shall have the right to terminate the parking
      agreement with respect to any Spaces that Tenant desires to sublet or
      assign.

Section 14 of the lease, titled “Tenant Transfers,” permitted Samsung to sublet office

space to an affiliate without Briarlake’s consent, and to a non-affiliated entity with

Briarlake’s consent. Section 14 defines a transfer as any “[s]ublease of all or part of

the Premises, or assignment, mortgage, hypothecation or other conveyance of an

interest in this Lease.” Paragraph 14.3 provides that Samsung may sublease office

space to an affiliate of Samsung without Briarlake’s prior consent. Paragraph 14.4

provides that a sublease of office space to a non-affiliated entity requires Briarlake’s

prior written consent. Paragraph 14.4 also sets forth the procedure by which



                                           3
Samsung obtains this consent and sets forth the grounds upon which Briarlake may

withhold consent. The proposed assignment of parking spaces along with a sublease

of office space is not grounds for withholding consent to a sublease of office space.

      In June 2015, Briarlake counterclaimed for its own declaratory judgment.

Briarlake sought a declaration that under paragraph 7, any assignment or sublease of

parking spaces by Samsung to a non-affiliate required Briarlake’s separate consent.

Briarlake also sought a declaration that it had an unqualified right to terminate

Samsung’s right to any parking spaces Samsung desired to sublet or assign. In

essence, Briarlake argued that Samsung was entitled to assign parking spaces only

when it sublet office space to an affiliate. In all other circumstances, Briarlake

argued that Samsung was required to obtain its separate consent to assignment of

parking spaces, whether those parking spaces were included in a sublease to a non-

affiliated entity, or were being assigned independent of a sublease of office space.

Briarlake also argued that, in addition to this consent requirement, it had an

unqualified right under paragraph 7 to terminate Samsung’s right to any parking

spaces that Samsung desired to assign or sublet in any circumstance, even when the

parking spaces were assigned in connection with an authorized office space sublease.

      In July 2015, Samsung sublet 4,034 square feet of its office space to Trident

Retail Energy, LLC. The written sublease gave Trident the right to use four parking

spaces per 1,000 rentable square feet subleased (16 parking spaces), corresponding



                                          4
to the ratio of spaces allotted per 1,000 square feet under its lease. After it received

a copy of the sublease, Briarlake notified Samsung on July 14, 2015 that it was

terminating Samsung’s right to the 16 parking spaces assigned to Trident.

      In August 2015, Samsung moved for summary judgment, and Briarlake

responded and filed a cross-motion on its claim. Each party argued that the lease

was unambiguous and its interpretation of the lease was the only reasonable one. In

the alternative, each party argued that the lease was ambiguous and should be

interpreted by reference to parol evidence.

      The trial court held a hearing on the cross-motions, denied Briarlake’s motion,

and granted Samsung’s motion. The parties entered into an agreement regarding the

amount of attorney’s fees to be awarded, and the trial court entered a final judgment

awarding Samsung attorney’s fees and stating:

      It is ORDERED, ADJUDGED, and DECREED that, pursuant to the
      express, unambiguous language of the Office Lease, any transfer or
      sublease by Samsung pursuant to Section 14 of the Lease is excepted
      from the application of paragraph 7 of Exhibit D of the Lease, such that
      Samsung is free to assign or transfer parking spaces in correlation to
      the amount of lease space sublet by Samsung and that Briarlake is
      prohibited from terminating any parking spaces allotted to Samsung
      that Samsung transfers or subleases to a third party.

Briarlake appealed.




                                           5
                                     Discussion

      In its first issue, Briarlake contends that the trial court erred by granting

summary judgment in favor of Samsung because the lease is unambiguous and

Briarlake’s interpretation of the lease is the only reasonable interpretation.

A.    Standard of Review

      We review a trial court’s summary judgment de novo. Travelers Ins. Co. v.

Joachim, 315 S.W.3d 860, 862 (Tex. 2010). When reviewing a summary judgment,

we take as true all evidence favorable to the nonmovant, and we indulge every

reasonable inference and resolve any doubts in the nonmovant’s favor. Valence

Operating Co. v. Dorsett, 164 S.W.3d 656, 661 (Tex. 2005).

      In a traditional summary-judgment motion, the movant has the burden to show

that no genuine issue of material fact exists and that the trial court should grant

judgment as a matter of law. TEX. R. CIV. P. 166a(c); KPMG Peat Marwick v.

Harrison Cty. Hous. Fin. Corp., 988 S.W.2d 746, 748 (Tex. 1999). A party moving

for summary judgment on one of its own claims must conclusively prove all essential

elements of the claim. See Rhône–Poulenc, Inc. v. Steel, 997 S.W.2d 217, 223 (Tex.

1999).   A defendant may also prevail by traditional summary judgment if it

conclusively negates at least one essential element of a plaintiff’s claim or

conclusively proves an affirmative defense. See IHS Cedars Treatment Ctr. of

DeSoto, Tex., Inc. v. Mason, 143 S.W.3d 794, 798 (Tex. 2004). A matter is



                                           6
conclusively established if reasonable people could not differ as to the conclusion to

be drawn from the evidence. City of Keller v. Wilson, 168 S.W.3d 802, 816 (Tex.

2005).

      When, as here, the parties file cross-motions for summary judgment on

overlapping issues, and the trial court grants one motion and denies the other, we

review the summary-judgment evidence supporting both motions and “render the

judgment that the trial court should have rendered.” FM Props. Operating Co. v.

City of Austin, 22 S.W.3d 868, 872 (Tex. 2000).

B.    Applicable Law

      We interpret a lease using ordinary principles of contract interpretation as we

would any other contract. See Luccia v. Ross, 274 S.W.3d 140, 146 (Tex. App.—

Houston [1st Dist.] 2008, pet. denied). “We construe contracts from a utilitarian

standpoint bearing in mind the particular business activity sought to be served and

will avoid when possible and proper a construction which is unreasonable,

inequitable, and oppressive.” Frost Nat’l Bank v. L & F Distribs., Ltd., 165 S.W.3d

310, 312 (Tex. 2005) (internal quotations omitted). If, after the pertinent rules of

construction are applied, the contract can be given a definite or certain legal

meaning, it is unambiguous and we construe it as a matter of law. Id.

      When interpreting a contract, we must ascertain and give effect to the

contracting parties’ “intent expressed in the text as understood in light of the facts



                                          7
and circumstances surrounding the contract’s execution, subject to the limitations of

the parol-evidence rule.” Americo Life, Inc. v. Myer, 440 S.W.3d 18, 22 (Tex. 2014);

see Perry Homes v. Cull, 258 S.W.3d 580, 606 (Tex. 2008); Luccia, 274 S.W.3d at

146. We focus on the language used in the contract because it is the best indication

of the parties’ intent. Perry Homes, 258 S.W.3d at 606. We must examine the entire

contract in an effort to harmonize and effectuate all of its provisions so that none are

rendered meaningless. Seagull Energy E & P, Inc. v. Eland Energy, Inc., 207

S.W.3d 342, 345 (Tex. 2006); J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229

(Tex. 2003). All contractual provisions should be considered with reference to the

entire instrument, and no single provision taken alone should be controlling. Luccia,

274 S.W.3d at 146 (citing J.M. Davidson, 128 S.W.3d at 229). We presume the

parties to the contract intended every clause to have some effect. Heritage Res., Inc.

v. NationsBank, 939 S.W.2d 118, 121 (Tex. 1996). We give contract terms their

plain, ordinary, and generally accepted meanings unless the contract itself shows

that the parties intended to use terms in a technical or different sense. Valence

Operating Co., 164 S.W.3d at 662. We may not rewrite the contract or add to its

language under the guise of interpretation. Am. Mfrs. Mut. Ins. Co. v. Schaefer, 124

S.W.3d 154, 162 (Tex. 2003). Rather, we must enforce the contract as written.

Lopez v. Munoz, Hockema & Reed, L.L.P., 22 S.W.3d 857, 862 (Tex. 2000).




                                           8
      “Facts and circumstances that may be considered include the commercial or

other setting in which the contract was negotiated and other objectively determinable

factors that give context to the parties’ transaction.” Americo Life, 440 S.W.3d at

22. However, “the parol-evidence rule precludes considering evidence that would

render a contract ambiguous when the document, on its face, is capable of a definite

legal meaning.” Id.

C.    The Lease

      Section 1.1(q) of the lease prescribes the number of parking spaces to which

Samsung is entitled under the lease. Section 1.1(q) provides that Samsung has:

      [a]ccess to an amount of parking spaces in the Parking Facility equal to
      4 spaces per 1,000 RSF of the Premises. See EXHIBIT D.

Exhibit D of the lease provides the specifics regarding parking, including issuance

of permits for spaces and other matters. Paragraph 7 of Exhibit D governs the

assignment and sublease of parking spaces. It provides:

      Except as otherwise provided for in Section 14, Tenant shall not assign
      or sublease any of the Spaces without the consent of Landlord.
      Landlord shall have the right to terminate the parking agreement with
      respect to any Spaces that Tenant desires to sublet or assign.

      Section 14 does not expressly mention parking spaces. Instead, it governs

Samsung’s sublease of office space. Section 14 is titled “Tenant Transfers” and

defines a transfer as any “[s]ublease of all or part of the Premises, or assignment,




                                         9
mortgage, hypothecation or other conveyance of an interest in this Lease.”1 The

lease sets forth the conditions under which Samsung may transfer an interest in the

lease to affiliated versus non-affiliated entities:

      14.3 Consent Not Required. If Tenant is not in Default, Tenant
      may effect a Transfer (a “Permitted Transfer”) to a Permitted
      Transferee without Landlord’s prior consent, but with notice to
      Landlord prior to the Permitted Transferee’s occupancy. “Permitted
      Transferee” means any person or entity that:

          (a) Either (1) controls, is controlled by, or is under common control
              with Tenant, (2) results from the merger or consolidation or
              non-bankruptcy-related reorganization of Tenant (for purposes
              hereof, “control” shall mean ownership of not less than fifty
              percent (50%) of all of the voting stock or legal and equitable
              interest in the entity in question), or (3) acquires all or
              substantially all of the stock and/or assets of Tenant as a going
              concern in one or more related transactions;
          (b) Has entered into a joint venture or other business arrangement
              with Tenant;

          (c) Has a tangible net worth immediately following the Transfer
              not less than Tenant’s tangible net worth immediately before
              the transfer; and

          (d) Will not, by occupying the Premises, cause Landlord to breach
              any other lease or other agreement affecting the Project.

      14.4     Consent Required. Each proposed Transfer other than those
               prohibited under § 14.2 or permitted under § 14.3 requires
               Landlord’s prior written consent, in which case the parties will
               proceed as follows:
          (a) Tenant’s Notice. Tenant shall notify Landlord at least thirty
              (30) days prior to the proposed Transfer of the name and
              address of the proposed transferee and include with the notice
1
      The lease also includes several additional definitions for “transfer” that are not
      relevant here.

                                            10
    of the following information: (1) applicable commencement
    and expiration dates, (2) a description of the affected space,
    (3) the proposed rental rates and relevant business terms, (4)
    the name/identity and associated financial information of the
    proposed transferee, and (5) a copy of the proposed
    Sublease/Assignment Agreement to be used to consummate the
    transaction, as well as such other information as may be
    reasonably and promptly requested by the Landlord.
    LANDLORD WILL HAVE NO OBLIGATION TO REVIEW
    A PROPOSED TRANSFER OR TO CONSENT OR DENY
    CONSENT TO A PROPOSED TRANSFER UNTIL ALL
    ITEMS AND INFORMATION SET FORTH ABOVE IN
    THIS § 14.4(a) HAVE BEEN PROVIDED TO LANDLORD.
(b) Landlord’s Rights. Within ten (10) Business Days after receipt
    of Tenant’s complete notice and all items required under
    § 14.4(a), Landlord shall either (i) provide written consent to
    Tenant of the proposed Transfer, or (ii) provide written denial
    of consent to Tenant of the proposed Transfer, consent not to
    be unreasonably withheld, conditioned or delayed if:
   (A)   The proposed transferee (provided that “transferee,” as
         used in this subpart (A), does not include a subtenant who
         proposes to sublease less than two full floors) in
         Landlord’s reasonable opinion, has the financial capacity
         to meet its obligations under the proposed Transfer;
   (B)   The proposed use is consistent with the Use and will not
         cause Landlord to be in breach of any lease or other
         agreement affecting the Project;

   (C)   The proposed transferee is typical of tenants that directly
         lease premises in Comparable Buildings;

   (D)   The proposed transferee is not an existing tenant or an
         Affiliate of an existing tenant, or a party with which
         Landlord is actively negotiating to lease space in the
         Building), provided, however, that the circumstances set
         forth above in this subsection (D) shall not be a factor or
         consideration in the decision to provide or deny consent if
         the existing tenant or Affiliate thereof is seeking to lease


                               11
                   or sublease space in the Building during the first five (5)
                   years of the Term and Landlord is unwilling or unable to
                   accommodate the needs of such tenant or Affiliate either
                   due to a lack of space, inability to deliver space timely or
                   other similar reason; and
             (E)   Tenant is not in Default under this Lease.

              Any denial of consent by Landlord must include a written
              explanation of the reason(s) for denying consent.

         (c) Compelling Consent. If Landlord denies consent to a requested
             Transfer in violation of this Section 14.4, then as Tenant’s sole
             and exclusive remedy against Landlord, Tenant may elect to
             either (i) bring suit against Landlord for specific performance
             or declaratory relief, or (ii) bring suit against landlord for
             Tenant’s actual monetary damages caused by such violation,
             AND UNDER NO CIRCUMSTANCES MAY TENANT
             TERMINATE THIS LEASE OR SEEK OR BE
             ENTITLED TO RECOVER ANY DAMAGES OF ANY
             OTHER KIND OR GREATER AMOUNT, INCLUDING,
             BUT       NOT       LIMITED        TO,      ANY      SPECIAL,
             CONSEQUENTIAL,               PUNITIVE,         SPECULATIVE,
             INCIDENTAL OR INDIRECT DAMAGES WHETHER
             IN CONTRACT, TORT, OR UNDER ANY OTHER
             LEGAL OR EQUITABLE PRINCIPAL, ALL OF WHICH
             TENANT SPECIFICALLY WAIVES.
In essence, paragraph 14.3 governs subleases to affiliated entities and does not

require Briarlake’s consent, while paragraph 14.4 governs subleases to non-affiliated

entities, for which Briarlake’s consent is required. Paragraph 14.4(b) also sets forth

the terms under which Briarlake may withhold its consent to a sublease of office

space.




                                         12
D.    Analysis

The parties’ arguments

      Samsung argues that the lease permits it to assign parking spaces to both

affiliated and non-affiliated entities in correlation to the amount of any office space

subleased. Samsung argues that while a sublease of office space to a non-affiliate,

unlike a sublease to an affiliate, requires consent, the lease does not permit Briarlake

to withhold consent on the basis that the sublease includes an assignment of parking

spaces. Relatedly, Samsung contends that Briarlake cannot terminate parking spaces

assigned pursuant to an authorized office space sublease.

      Briarlake, on the other hand, argues that any assignment or sublease of parking

by Samsung, unless pursuant to a sublease of office space to an affiliate, requires its

separate consent, even if it has consented to the sublease of office space. Briarlake

also argues that it has an unqualified right to terminate Samsung’s right to any

parking spaces Samsung desires to sublet or assign.

Assignment of parking spaces pursuant to Section 14

      Our first responsibility in interpreting the lease is to determine whether the

relevant lease terms are susceptible to more than one reasonable meaning. See

Luccia, 274 S.W.3d at 146 (citing DeWitt Cty. Elec. Coop. v. Parks, 1 S.W.3d 96,

100 (Tex. 1999)). The limiting clause “[e]xcept as otherwise provided for in Section

14” in the first sentence of paragraph 7 of Exhibit D refers only to section 14 of the



                                          13
lease, not any particular subsection of section 14. Thus, the plain meaning of the

limiting clause is that paragraph 7 governs only assignments or subleases of parking

spaces that are not governed by section 14. See Schaefer, 124 S.W.3d at 162 (court

assumes parties selected particular terms for a reason and will not rewrite contract

nor add to its language).

      Section 14 contemplates office space subleases to two different types of

entities. Paragraph 14.3 governs subleases to Samsung’s affiliates which do not

require Briarlake’s consent. Paragraph 14.4 governs subleases to non-affiliated

entities, for which Briarlake’s consent is required. Notably, paragraph 14.4 itemizes

the bases upon which Briarlake may withhold consent to the sublease of office space

to a non-affiliated entity. These include: the proposed transferee lacks the financial

capacity to meet the obligations of the sublease, is not typical of the tenants in

comparable buildings, is an existing tenant or affiliate of a tenant, proposes a use

inconsistent with the use of the property, or Samsung is in default under the lease.

But 14.4 does not identify the assignment of parking spaces along with a sublease of

office space as a basis upon which Briarlake may withhold consent to the sublease

of office space to a non-affiliated entity.

      Briarlake argues that the lease permits Samsung to assign or sublease parking

spaces without consent to Samsung’s affiliates, but that Samsung must obtain

Briarlake’s consent to assign or sublease parking spaces to non-affiliated entities,



                                              14
separate from the consent that Samsung must obtain for the sublet of the office space

to those entities. Thus, under Briarlake’s interpretation, paragraph 14.3 provides for

parking spaces to be assigned or sublet—because the reference to section 14 in

paragraph 7 would otherwise have no meaning—but paragraph 14.4 does not.

      Parking spaces are not expressly referenced anywhere in section 14, but

section 14 must implicitly permit assignment of parking spaces in connection with

an office space sublease, or the reference to section 14 in paragraph 7 would be

meaningless. See Seagull Energy, 207 S.W.3d at 345 (in interpreting contract, court

must effectuate all provisions so that none are rendered meaningless). To interpret

paragraph 14.3 as permitting the assignment of parking spaces in connection with

an office sublease while interpreting paragraph 14.4 as prohibiting it would be to

treat these two paragraphs inconsistently, which we may not do.           See id. (in

construing contract, court must harmonize all contract’s provisions). We therefore

conclude that the lease permits Samsung to assign or sublease parking spaces in

connection with the sublease of office space pursuant to section 14 without obtaining

Briarlake’s separate consent to the assignment of parking spaces.

Interpretation is not unreasonable

      Briarlake contends that this interpretation is unreasonable for several reasons.

Briarlake argues that under this interpretation, there would be no occasions when

Samsung would have to obtain Briarlake’s consent to assign parking spaces, making



                                         15
paragraph 7’s reference to obtaining consent redundant and meaningless. But there

are other scenarios in which Samsung would still have to seek consent to assign or

sublease parking, even if Samsung may assign or sublease parking in connection

with a sublet of office space to affiliated and non-affiliated entities pursuant to

section 14. In particular, Samsung would still be prohibited from assigning or

subleasing parking spaces apart from an office space sublease—such as to another

tenant of Briarlake—without obtaining Briarlake’s consent. Thus, our interpretation

of the lease does not render the consent requirement in paragraph 7 meaningless.

      Briarlake also contends that this interpretation is unreasonable because the

lease provides no guidance regarding the number of parking spaces that may be

assigned in connection with an office space sublease. However, we must assume

that the parties intended for every provision of the contract to have effect and should

interpret the contract so as to give effect to every provision. See Heritage Res., 939

S.W.2d at 121 (in construing contract, court presumes parties intended every clause

to have some effect). Section 1.1(q) of the lease gives Samsung the right to access

4 parking spaces for every 1,000 rentable square feet of the lease, and the lease

permits Samsung to assign interests that it holds under the leases. Thus, when

Samsung sublets office space pursuant to the terms of section 14, the square footage

of the sublet office space dictates the number of spaces that may be assigned.




                                          16
Interpreting the lease in this fashion gives effect to every provision of the lease. See

id.

      Finally, Briarlake argues that this interpretation is unreasonable because it

would permit Samsung to avoid the lease provision that requires Samsung to pay

Briarlake 50% of any excess rent Samsung receives from subtenants above the

amount Samsung pays for the subleased space. Briarlake argues that interpreting

the lease to permit the assignment of parking in connection with a sublease of office

space would allow Samsung to charge artificially low rents for office space to keep

the rent at or below the amount it pays to Briarlake, and to then make up and exceed

the difference by separately charging subtenants for parking. But a contract is not

rendered unreasonable just because a party made a deal it does not like. See

Schaefer, 124 S.W.3d at 162. Briarlake has not shown that this interpretation is

unreasonable.

Briarlake’s termination right

      Briarlake argues that even if Samsung has the right to assign parking spaces

in connection with the sublease of office space, the second sentence of paragraph 7

gives Briarlake an unqualified right to terminate Samsung’s right to any parking

spaces Samsung desires to sublet or assign, even if spaces are assigned in connection

with an authorized office space sublease. Samsung, on the other hand, argues that

permitting Briarlake to terminate Samsung’s right to parking spaces even when the



                                          17
parking spaces have been assigned in connection with an authorized office space

sublease pursuant to section 14 would render the first sentence of paragraph 7

meaningless. Samsung argues that this would be inconsistent with even Briarlake’s

own interpretation of the first sentence of paragraph 7 as permitting Samsung to

assign parking spaces to an affiliate in connection with a sublet of office space

without Briarlake’s consent. Samsung contends that to give effect to all of the

provisions of the lease, the second sentence of paragraph 7 must necessarily be read

in connection with the first sentence of paragraph 7 and understood to refer to those

circumstances in which Samsung desires to transfer parking spaces apart from a

sublease of office space.

      We agree that interpreting the second sentence of paragraph 7 as giving

Briarlake an unqualified right to terminate Samsung’s right to parking spaces would

render the first sentence of paragraph 7 meaningless. Briarlake argues that its

termination right and the consent requirement are two different things. But there is

no meaningful distinction between Briarlake’s consent to an assignment of parking

spaces and Briarlake’s right to terminate Samsung’s right to those spaces. In other

words, there is no plausible scenario in which Briarlake would consent to an

assignment of parking spaces, yet terminate the right to those spaces, or vice versa.

See Frost Nat’l Bank, 165 S.W.3d at 312 (when interpreting contract, court avoids

unreasonable interpretations). If Briarlake can terminate Samsung’s right to parking



                                         18
spaces regardless of how they are assigned, the limiting clause stating that Samsung

must get consent for the assignment of parking spaces “[e]xcept as otherwise

provided in Section 14” would have no meaning. Because Briarlake’s proposed

interpretation of the second sentence of paragraph 7 would render other parts of the

lease meaningless, it is not a reasonable interpretation. See Seagull Energy, 207

S.W.3d at 345 (in interpreting contract, court must effectuate all provisions so that

none are rendered meaningless); Heritage Res., 939 S.W.2d at 121 (in construing

contract, court presumes parties intended every clause to have some effect). To give

effect to all provisions of the lease, the second sentence of paragraph 7 must only

give Briarlake the right to terminate Samsung’s right to parking spaces that Samsung

desires to assign apart from a sublease of office space.

      In short, the plain language of the lease permits Samsung to assign parking in

connection with a sublease of office space pursuant to section 14 in proportion to the

rentable square feet as set forth in section 1.1(q). The lease prohibits Samsung from

assigning or subleasing parking spaces apart from an office space sublease without

Briarlake’s consent, and permits Briarlake to terminate Samsung’s right to any

parking spaces Samsung desires to assign or sublease apart from an authorized office

space sublease. Because the lease can be given a definite and certain legal meaning

and this interpretation is not unreasonable, inequitable, or oppressive, it is

unambiguous. See Frost Nat’l Bank, 165 S.W.3d at 312. Moreover, the trial court’s



                                         19
judgment sets forth an interpretation of the lease consistent with this analysis.

Briarlake contends that under the trial court’s interpretation of the lease, Briarlake’s

absolute right to terminate any transfer of parking spaces by Samsung is completely

eliminated from the lease, but the trial court’s judgment properly limits Briarlake’s

termination right to parking spaces Samsung desires to assign or sublet apart from

an office space sublease pursuant to section 14. Accordingly, we hold that the trial

court did not err in granting summary judgment for Samsung and denying summary

judgment to Briarlake. See FM Props., 22 S.W.3d at 872.

      We overrule Briarlake’s first issue.

      Because we have concluded that the lease is unambiguous and the trial court

construed it properly, we do not reach Briarlake’s second and third issues, alternative

arguments regarding ambiguity, or its fourth issue, which is cumulative of its first

three issues.2




2
      In its second issue, Briarlake argues that the lease is ambiguous, but parol evidence
      permitted the trial court to accept its interpretation of the lease as a matter of law.
      In its third issue, Briarlake argues that the lease is ambiguous, and therefore
      summary judgment for either party was improper. In its fourth issue, Briarlake
      argues that the trial court erred in granting summary judgment for Samsung and
      denying summary judgment for Briarlake based on the “specific points of error
      above in its additional issues.”

                                            20
                                   Conclusion

      We affirm the trial court’s judgment.




                                              Rebeca Huddle
                                              Justice

Panel consists of Chief Justice Radack and Justices Higley and Huddle.




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