Landlord and tenant law in Washington usually favors the tenant. However, a tenant can be the disfavored party when a clearly written, easily interpreted contract is involved. In Spokane Airport Board v. Experimental Aircraft Association, Chapter 79, the Washington Supreme Court adhered to the contract in question, siding with the landlord.[i]
Landlord and tenant entered into a lease agreement in 2011. Article 1 specified a term of five years, from March 1, 2011, to February 28, 2016, “unless sooner terminated or canceled as herein provided.” The next sentence of the clause stated, “[e]ither party may cancel this Agreement upon one hundred eighty (180) days advance written notice.” The lease contained other provisions for termination. Some had specific notice requirements and cure periods, and others were silent as to those elements. These termination rights were in addition to any conditions as specified and all other remedies available to the Airport.
An option to renew for an additional five-year term was included in the lease. In February 2016, landlord and tenant exercised the option and added an amendment to the original lease for “five (5) years commencing March 1, 2016 and ending February 28, 2021 unless sooner terminated or canceled as herein provided.” The amendment restated the language “Either party may cancel this Agreement upon one hundred eighty (180) days advance written notice.”
On November 28, 2017, landlord provided 182 days advance written notice of lease cancellation to be effective May 29, 2018. According to the written notice, the airport intended to cancel its lease “[p]ursuant to Article 1 – Term, [which states] either party may cancel this agreement upon providing 180 days written notice.” Landlord offered tenant a different location on the property while the building tenant had leased was rebuilt.
Nine months passed, and the parties continued to discuss the feasibility of the alternate location. Tenant remained in the original building, and landlord continued extending their lease termination date, the last of which was on August 17, 2018. Tenant eventually agreed to move, and landlord began to coordinate the move to the new building. Landlord hired movers, but the move was cancelled last minute since tenant failed to provide a representative to oversee the move. August 17 passed, and tenant remained in the old building.
Three days after the last lease termination date, landlord filed suit for unlawful detainer under RCW 59.12.030(1). By the end of the day, the court had issued a writ of restitution. Tenant filed a motion to stay. The court imposed a bond much higher than tenant had proposed, and it went unpaid. The writ was executed on August 27.
Both parties filed motions for summary judgment. Landlord argued the lease was properly terminated under Article 1 language, while tenant argued unlawful detainer was inapplicable because the lease term would not expire until February 28, 2021. Landlord also asked for double damages and attorney’s fees under RCW 59.12.170.
The court granted landlord’s motion and denied tenant’s motion. Tenant appealed. The Court of Appeals reversed, holding RCW 59.12.030(1) applies “only to lessees who hold over following the expiration of a fixed term, not to lessees who hold over after a term that has not expired but has been lawfully shortened by the exercise of a right of cancellation or termination.” Landlord petitioned the Washington Supreme Court for review, and the court granted the same.
The Washington Supreme Court first analyzed whether landlord had the ability to terminate the lease early without cause. The lease was interpreted under contract law, and the court looked to the plain language and the intent of the parties. The court held landlord had the ability to terminate without cause upon written notice 180 days prior to the termination date under Article 1 of the lease agreement. As such, the lease ended on August 17, 2018.
Next, the court analyzed whether RCW 59.12.030(1) permitted the unlawful detainer action. RCW 59.12.030(1) provides a tenant becomes liable for unlawful detainer when they are in possession of the premises “after the expiration of the term for which it is let to him or her.” The court read the contract and the statute together and found the action was permitted stating: “[a]ny other conclusion would violate the plain language construction of both.” The Court of Appeals decision was reversed.
The unlawful detainer statute applies to all valid forms of lease termination found within the lease agreement. It is not limited to the expiration of the term specified in the lease agreement. Here, the tenant learned this lesson the hard way, as the Washington Supreme Court remanded the case to the trial court for a determination of damages and attorney’s fees. Landlords in Washington should be aware of this statute and know their rights when it comes to disputes with tenants.
[i] Spokane Airport Bd. v. Experimental Aircraft Ass’n, Chapter 79, No. 99180-4, 2021 WL 4467797 (Wash. Sept. 30, 2021).