                             STATE OF WEST VIRGINIA 

                           SUPREME COURT OF APPEALS


Jeffery C. Wiles, William Talbot,
and Cowen Auto Parts, Inc.,                                                        FILED
d/b/a WBC Enterprises,                                                           May 14, 2018
Plaintiffs Below, Petitioners                                                  EDYTHE NASH GAISER, CLERK
                                                                               SUPREME COURT OF APPEALS
                                                                                   OF WEST VIRGINIA
vs.) No. 17-0557 (Webster County 16-C-13)

Work4WV-Region 1, Inc.,
a West Virginia Corporation,
Defendant Below, Respondent


                              MEMORANDUM DECISION
        Petitioners Jeffery Wiles, William Talbot, and Cowen Auto Parts, Inc., d/b/a WBC
Enterprises (“petitioners”), by counsel Howard J. Blyer, appeal the Circuit Court of Webster
County’s May 23, 2017, order that granted respondent’s (Work4WV-Region 1, Inc.) petition for
declaratory judgement. Respondent, by counsel Thomas W. White and Haley S. Hillen, filed a
response in support of the circuit court’s order. On appeal, petitioners argue that the circuit court
erred in its finding that respondent properly cancelled a lease between the parties pursuant to its
terms.

       This Court has considered the parties’ briefs and the record on appeal. The facts and legal
arguments are adequately presented, and the decisional process would not be significantly aided
by oral argument. Upon consideration of the standard of review, the briefs, and the record
presented, the Court finds no substantial question of law and no prejudicial error. For these
reasons, a memorandum decision affirming the order of the circuit court is appropriate under
Rule 21 of the Rules of Appellate Procedure.

       The parties entered into a written lease agreement dated May 21, 2013, where petitioners
agreed to lease a certain portion of real property to respondent. The lease included twenty
provisions. The first of those provisions provides as follows:

               (1) TERM AND NOTICES

               The term of this lease, subject to the provisions hereof, shall begin on June
               1, 2013; tenant shall occupy the subject space no later than June 1, 2013,
               provided the landlord has made the necessary accommodations for
               tenant’s use of subject spaces. If the landlord has failed to make the
               necessary accommodations by June 1, 2013, this lease shall be considered
               canceled and null. This lease shall be considered renewed for each ensuing
               fiscal year during the term of the lease unless it is canceled by

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               WORK4WV-REGION 1, INC. 30 days before the end of the fiscal year
               (June 30). The signing of [the] Lease supersedes and cancels all previous
               agreements between the parties hereto.

               Notices may be given by personal service upon the party(s) entitled to
               such notice, or by certified mail, duly stamped and directed to the last-
               known address of the party to be notified, and deposited in the post office.
               The proper mailing of such notice and not the receipt thereof shall
               constitute the giving of such notice by either party to the other. Notice
               shall be directed . . . [ to the parties’ address which were provided].

       The fourteenth term of the parties’ contract provides as follows:

               (14) CANCELLATION OF LEASE

               It is further agreed by and between the parties hereto that the
               WORK4WV-REGION 1, INC. as Lessee, shall have the right to cancel
               this lease, without further obligation on the part of the Lessee, upon giving
               thirty (30) days written notice to the Lessor, such notice being given at
               least thirty (30) days prior to the last day of the succeeding month.

         On April 30, 2014, respondent sent an e-mail to one of petitioners’ personal e-mail
accounts notifying him that the lease would be cancelled effective June 30, 2014. Petitioners
responded on June 11, 2014, and notified respondent that e-mail was not proper service of notice
in accordance with the terms of the lease. On June 13, 2014, respondent sent a certified letter
canceling the lease if the earlier April of 2014 e-mail did not constitute proper notice. In this
letter, respondent asserted that the cancellation of the lease would be effective July 13, 2014, in
accordance with provision fourteen of the lease. Petitioners argued that respondent’s notice of
cancellation was less than thirty days before the end of the 2014 fiscal year and, therefore,
provision one renewed the lease agreement for another full year.

        On April 26, 2016, petitioners filed a complaint for declaratory judgment alleging that
respondent’s initial notice of cancelation by e-mail was improper and the notice given on June
13, 2014, was untimely and, therefore, ineffective in providing notice before the lease renewed
for the 2015 fiscal year. Respondent answered that the April 30, 2014, e-mail was proper notice
of cancellation or, in the alternative, the June 13, 2014, notice of cancelation was proper notice
of cancellation in accordance with provision fourteen. The parties submitted memorandums of
law in support of their respective positions.

        Ultimately, the circuit court found that respondent’s e-mail was not proper notice, but the
certified letter sent on June 13, 2014, provided proper notice of cancellation. Additionally, the
circuit court found that provision fourteen provided a “contractual right for the lessee to
terminate their leasehold on the premises, at any time, for any reason, and without penalty or
further obligation.” Therefore, respondent properly terminated the lease effective July 31, 2014,
regardless of the renewal for the 2015 fiscal year. Accordingly, “because the lease afforded
[respondent] the right to terminate the agreement without imposing further penalty or

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obligations, that [petitioners] [are] only entitled to rent monies up through the termination date of
July 31, 2014.” Petitioners now appeal this May 23, 2017, declaratory judgement order.

       We have explained that “[a] circuit court’s entry of a declaratory judgment is reviewed de
novo.” Syl. Pt. 1, Marlin v. Wetzek Cty Bd. of Educ., 212 W.Va. 215, 569 S.E.2d 462 (2002)
(quoting Syl. Pt. 3, Cox v. Amick, 195 W.Va. 608, 466 S.E.2d 459 (1995)).

        On appeal, petitioners argue that the circuit court erred in finding that respondent’s June
13, 2014, notice was a valid cancelation of the lease pursuant to the terms of the lease.
Petitioners contend that provision one provides the only method of termination and, therefore,
provision fourteen is in direct contradiction to it. Accordingly, petitioners argue that the
inclusion of both provisions creates two potential interpretations of the lease making the lease
ambiguous. Petitioners argue that the Court has previously held that ambiguity should be
resolved against the party that drafted the agreement. See G.E. Charlton v. Chevrolet Motor Co.,
115 W.Va. 25, 174 S.E.2d 570 (1934). Therefore, petitioners argue that the circuit court should
have resolved the ambiguity in their favor and ruled that respondent owes petitioners rent
through June of 2015. We disagree.

       This Court has previously held

               [a]s with other contracts, the language of a lease agreement must be
       considered and construed as a whole, giving effect, if possible, to all parts of the
       instrument. Accordingly, specific words or clauses of an agreement are not to be
       treated as meaningless, or to be discarded, if any reasonable meaning can be given
       them consistent with the whole contract.

Syl. Pt. 3, Moore v. Johnson Serv. Co., 158 W.Va. 808, 219 S.E.2d 315 (1975). Further, “where
the provisions are free from ambiguity the plain meaning thereof is to be accepted without resort
to interpretation.” Syl. Pt. 1, Thomas v. Goodwin, 164 W.Va. 770, 266 S.E.2d 792 (1980).
“Contract language is considered ambiguous where an agreement’s terms are inconsistent on
their face or where the phraseology can support reasonable differences of opinion as to the
meaning of words employed and obligations undertaken.” Syl. Pt. 6, State ex rel. Frazier &
Oxley, L.C. v. Cummings, 212 W.Va. 275, 569 S.E.2d 796 (2002).

        We do not find that provision one and provision fourteen directly contradict one another.
Contrary to petitioners’ claim, provision one does not indicate that it is the only method by
which the lease may be cancelled. Rather, provision one provides how to adequately notify the
parties of the intent to cancel the lease and how the lease may be renewed. Conversely, provision
fourteen provides to respondent a clear contractual right to cancel the lease on the final day of a
month after at least thirty days’ notice is provided. In order to give all provisions in the lease
meaning, provision fourteen must have a purpose. Accordingly, we find that provision fourteen,
which provides the option to cancel the lease upon thirty days’ notice, provides a clear method
and right of termination for the lessee.

        On appeal, petitioners attempt to give a different interpretation to provision fourteen and
assert that it may be used only upon the violation of provisions two through thirteen and that this

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interpretation benefits both parties. However, some of these provisions have their own method
for termination, if violated. For example, provision ten, entitled “DEFAULT BY LESSEE”
provides that the lessor may notify the lessee of any defaults of the covenants in the lease and “if
such default is not corrected within sixty days after receipt of notification, the lessor may notify
the lessee that the lease is terminated . . . .” As stated above, the language of a lease agreement
must be construed as a whole and give effect to all parts of the lease if possible. Provision
fourteen would be rendered redundant and meaningless under this interpretation proposed by
petitioners. Therefore, we find that the clear language of provision fourteen provides its purpose
without unnecessary interpretation.

        Further, petitioners argue that the circuit court should have considered the mutual intent
of the parties when interpreting the lease. Petitioners assert no reasonable landlord would enter
into a lease by which a tenant could demand high-dollar changes to the property and then cancel
the lease in thirty days. However, this Court has previous held that “in the absence of fraud,
mistake, or material misrepresentations extrinsic evidence cannot be used to alter or interpret
language in a written contract which is otherwise plain and unambiguous on its face.” Syl. Pt. 3,
in part, Iafolla v. Pocahontas Coal Corp., 162 W.Va. 489, 250 S.E.2d 128 (1978). Further
“(w)here the intent of the parties is clear, this Court will not use the vehicle of interpretation to
relieve one party of a bad bargain.” Id. at 493, 250 S.E.2d at 131 (quoting Pechenik v. Baltimore
& Ohio R.R. Co., 157 W.Va. 895, 898, 205 S.E.2d 813, 815 (1974)). Therefore, having found
that the lease is unambiguous, we decline petitioners’ request to further interpret the language
therein.

       Finally, we concur with the circuit court’s conclusion that respondent provided adequate
and proper written notice to petitioners of their intention to terminate the lease effective July 31,
2014. Specifically, respondent provided notice of termination by certified mail to the proper
address on June 13, 2014. In accordance with provision fourteen of the lease, respondents must
provide written notice thirty days before termination and thirty days before the last day of the
succeeding month. The notice sent on June 13, 2014, was more than thirty days before July 31,
2014. Therefore, respondent successfully terminated the lease effective July 31, 2014.
Accordingly, petitioners are entitled to rent through July 31, 2014.

       For the foregoing reasons, we affirm.

                                                                                          Affirmed.

ISSUED: May 14, 2018

CONCURRED IN BY:

Chief Justice Margaret L. Workman
Justice Robin Jean Davis
Justice Menis E. Ketchum
Justice Allen H. Loughry II
Justice Elizabeth D. Walker



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