On, 3/1/2010, I initiated a commercial lease agreement with a doctor/friend to open up a kids gym next door to her Pediatric business. We both thought it was a wonderful idea since I already owned and operated an adult’s fitness center. At this time, I had not established the name of the Kids gym and had no legal entity registered. To convey good faith and to show intent to rent the space, I filled out a lease agreement that was given to me by the doctor. We verbally agreed to finalize and update the agreement with the Kid’s gym information once I established the business entity and pay the remaining security deposit. After 1 year of operating and struggling, I ran completely out of money (saving, 401K, everything) and could no-longer run the kids gyms. In fact, I had to go back to working a corporate job after being an entrepreneur for 3.5 years to save my person financial situation and to support the adult’s gym. I tried to exit the lease agreement in July 2011; however the Landlord begged me to stay and said she would not charge me any rent from July, 2011 through January,2012 to try and save the business. January, 2012, I notified the landlord that I was moving out and closing the business. The landlord is now suing me for $42K for 6 months back rent (agreed to abated for 6 months ) and $32K overage in the build out of the facility, totaling $74K. I recently received 2 sets of court documents; both name me and Before And After Fitness Center, LLC, my adult facility, as the Defendant. Because we were friends, the Landlord is aware that Before And After Fitness Center, LLC has equity in the property recently purchased by the business in April 2011. Before And After Fitness Center, LLC never had absolutely no affiliation with this agreement and should not be listed in the law suit and I never intended to personally guarantee the lease agreement. The doc from the court includes a copy of the lease agreement with a signature page that is different than the agreement I have as final. The court docs appears to show an agreement on the signature page between the landlord and Before And After Fitness Center, LLC (adult gym), when in fact it was initially written with the name Before And After Fitness Center, 2, LLC (a separate entity filed with the state of GA). On 7/13/2010, the landlord updated the signature page of the agreement by marking through Before And After Fitness Center, 2 LLC and in her handwriting wrote Generation Next Sports Performance Facility as the TENENT and initialed/dated the page. On 7/13/2010, she also signed the agreement for the first time. The agreement submitted to the courts shows completely different last page. The last page shows Before And After Fitness Center as the TENENT. This is because the last page of the document was pushed to the right to cut of the (2) in Before And After Fitness Center 2, LLC and thus the document appear to state Before And After Fitness Center on the copy to the court. The court version does not show the updates where she marked through Before And After Fitness Center 2 and wrote in Generation Next Sports Performance Facility, LLC with initials/date. What is shown to the courts has a different doctor’s signature, Doctor Willingham as the signing President for the agreement when in fact on 3/1/2010 that section of the agreement was left blank until Dr. Phillip completed the agreement and signed as President on 7/13/2010 as shown on my updated version of agreement. I know the agreement presented to the courts was altered after 7/13/2010 as it does not show any of the updates and has a different doctor’s signature than what I have in my possession as the final document. My question... Am I personally legally obligated to this lease agreement or is Generation Next Sports Performance Facility, LLC and what do I need to do eliminate Before And After Fitness Center, LLC (adult gym) from the law dispute?FACTS:1. I did not have the doctor to change the information on the front page of the document to reflect Generation Next. Page 1 reads: 1. Name. This lease agreement made by WPWW, LLC, landloard, and Patricia Shy Hardesty of Kids Fitness, Tenant. Concern! 2. The document sent to the court was altered . The last page was pushed to the right to cut off part of a name Before And Fitness Center 2 in order to make the agreement appear to state Before And After Fitness Center, different signature for landlord and no updates.
Good afternoon. You have an interesting case here. First, because your LLC entity was not formed when you signed the lease, you would not have the protection of the limited liability entity and would be personally liable. With respect to the other LLC, you can simply ask the court to dismiss that entity because it is not a party to the lease. Working in your favor, however, are the following: i) The landlord's verbal agreement to abate the rent. You can overcome the fact that you don't have it in writing based on the following things that take it out of requiring it to be in writing.....You relied upon his verbal agreement, performed based on such reliance, and because he defaulted, such reliance was to your detriment. When you have partial performance and detrimental reliance, it overcomes the legal requirement that the agreement be in writing. And, if you have any emails evidencing that agreement, all the more helpful to you. 2) Your landlord is trying to perpetrate a fraud on the court by presenting an altered and changed lease document to the court. The court will not be amused at all regarding this fraudulent move by the landlord and is likely to throw this out and impose damages against the landlord for these actions.
I hope this has given you information that has been helpful to you. I wish you the best of luck!
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Thank you for your response! Your response will be very helpful in my answer to the court. I do have a follow up question. I have attached the 1st and last page. Since the signature page names the Tenant as Before And After Fitness Center 2, LLC which was formed and active at the initial signing. Does this still obligate me do to my name appearing in the first line? I attached page 1 & last. I hope get to you. Little tricky to attach. THANKS!
If this LLC was in existence as of the date of the signing, and the changes have been made to the signature page, I think the judge will either determine there isn't a valid lease or that the LLC designated as the tenant is the only obligated party. The guarantor provision has no applicability because you didn't sign it.
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