United States District Court, D. Rhode Island
WILLIAM E. SMITH, CHIEF JUDGE.
Before the Court is Bank of America’s (“BOA”) Motion to Strike Plaintiff’s Jury Demand (“Motion”). (ECF No. 167.) High Rock Westminster Street LLC (“High Rock”) opposes the Motion. (ECF No. 168.) For the reasons set forth below, BOA’s Motion is DENIED.
The facts of this action are familiar to the parties. Accordingly, the Court only recounts them to the extent they are relevant to the present Motion. In 2003, Fleet National Bank (“Fleet”) and Inland Real Estate Acquisitions, Inc. (“Inland”) negotiated a sale-leaseback transaction for the property located at 111 Westminster Street in Providence, Rhode Island (the “Property”). In the transaction, Inland, through Westminster Office 1031, L.L.C. - an acquisition company it created and controlled for the purpose of completing the 111 Westminster transaction - purchased the Property from Fleet. Fleet then leased the Property back from Inland pursuant to the terms of a ten-year lease.
The present Motion stems from a jury waiver in the transaction’s Purchase and Sale Agreement (“PSA”). The PSA, dated February 28, 2003, provided:
35. WAIVER OF TRIAL BY JURY.
SELLER AND PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT.
(Ex. A ¶ 35 to BOA’s Motion, ECF No. 167-3 (emphasis in original).)
The lease agreement (the “Lease”), entered into on April 17, 2003, did not contain a jury waiver provision, and did not reference the PSA at all, much less incorporate the PSA’s waiver provision. (See Ex. B to BOA’s Motion, ECF No. 167-4.) The Lease did, however, include an integration clause:
35.2. Entire Agreement. This Lease and the exhibits and rider, if any, attached hereto and forming a party hereof, set forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth. No alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by each party.
(Id. at ¶ 35.2.) Further, the Lease’s only exhibits were a “Legal Description of Premises” and “Subordination, Nondisturbance and Attornment Agreement, ” neither of which contained a jury waiver nor referenced the PSA. (See id. at 25.)
BOA and High Rock agree that both the PSA and Lease were the result of extensive negotiations between Fleet and Inland’s respective legal counsel. BOA and High Rock also agree that they each assumed Fleet and Inland’s rights and obligations under the Lease. They, however, sharply disagree over whether the PSA’s jury waiver applies to the Lease. BOA argues that the Court must consider the PSA and Lease as a single instrument in which the parties waived all rights to a jury trial for suits brought under either document. High Rock argues that BOA is essentially asking the Court to rewrite the Lease to include a jury waiver to which neither Fleet nor Inland agreed. As detailed below, High Rock has the better argument.
“There is a presumption against denying a jury trial based on waiver, and waivers must be strictly construed.” Med. Air Tech. Corp. v. Marwan Inv., Inc., 303 F.3d 11, 18 (1st Cir. 2002). Indeed, because “right of jury trial is fundamental, courts indulge every reasonable presumption against waiver.” Aetna Ins. Co. v. Kennedy ex rel. Bogash, 301 U.S. 389, 393 (1937). Nevertheless, parties can contract away their right to a jury where (1) the waiver unambiguously covers the claims asserted in the lawsuit; and (2) the parties knowingly ...