Garrison Decatur Crossings, LLC
from Morgan Circuit Court (CV-15-900579)
Trust ("the Trust"), a trust formed under the laws
of Texas, appeals from a summary judgment in favor of
Garrison Decatur Crossings, LLC ("Garrison
Decatur"), in Garrison Decatur's action for a
judgment declaring the need for reformation of a recorded
memorandum of lease on the ground of a mutual mistake. We
31, 2006, the Trust executed a ground lease, leasing to
Franklin Land Associates, LLC ("Franklin Land"),
real property on which a portion of a shopping center known
as "The Crossings of Decatur Shopping Center" is
located (hereinafter referred to as "the subject
property"). The subject property is the only property
the Trust owns in Morgan County. The ground lease was for a
term of 50 years and included the option for Franklin Land or
its successors to purchase the subject property after 25
years. The ground lease did not initially include a legal
description of the subject property. Rather, the parties
agreed that, after Franklin Land obtained a survey of the
subject property, they would execute an amended ground lease
incorporating an "Exhibit A, " which would contain
the legal description of the subject property as surveyed.
agreed, Franklin Land and the Trust executed an amended
ground lease on August 31, 2006 ("the ground
lease"), which now included an Exhibit A with the legal
description of the subject property. On that same day, the
parties executed a "Memorandum of Ground Lease"
("the lease memorandum"), which states, in
pertinent part, that Franklin Land has leased from the Trust
certain property "particularly described on Exhibit
A attached hereto and incorporated herein."
September 21, 2006, Franklin Land, as part of its assignment
of its leasehold interest in the ground lease to Decatur
Investment Partners, GP, a Georgia partnership, recorded the
lease memorandum in the Morgan County Probate Office pursuant
to § 35-4-6, Ala. Code 1975, providing that leases for
more than 20 years are void for the excess over said period
unless they are recorded within one year after execution.
Although the lease memorandum references Exhibit A as being
attached and incorporated into the memorandum, the exhibit
was not included with the memorandum when it was recorded.
2011, Garrison Decatur began negotiations to acquire the
ground lease from Decatur Investments and to become a tenant
of the Trust in accordance with the terms of the ground lease
and the lease memorandum. In conjunction with the
negotiations, Garrison Decatur requested that the Trust
warrant that the ground lease was valid and in force.
Accordingly, on February 25, 2012, the Trust executed a
landlord-estoppel agreement with Garrison Decatur and Wells
Fargo, N.A., reciting, in part, that the Trust owned the
premises described in Exhibit A, that Garrison Decatur
contemplated becoming the lessee under the ground lease, and
that Garrison Decatur would borrow a specific amount of money
from Wells Fargo Bank, N.A., to acquire its leasehold
interest in the subject property and the ground lease from
Decatur Investments. The Trust specifically warranted in the
landlord-estoppel agreement that the ground lease, having a
term of 50 years, was in full force and effect.
2015, Garrison Decatur discovered that "Exhibit A,
" containing the legal description of the subject
property, had not been included with the lease memorandum
that was on file in the Morgan County Probate Office.
Accordingly, Garrison Decatur sued the Trust, seeking (1) the
reformation of the lease memorandum to include Exhibit A
containing the legal description of the subject property and
(2) a judgment declaring that the lease memorandum, as
reformed, related back to the date of its original execution.
The Trust filed an answer and a counterclaim, seeking a
judgment declaring that the ground lease was void for any
term beyond 20 years under §§ 35-4-6 and 35-4-51.1,
Ala. Code 1975. After engaging in discovery, both Garrison
Decatur and the Trust moved for a summary judgment pursuant
to Rule 56(c), Ala. R. Civ. P., arguing their respective
positions concerning reformation of the lease memorandum to
include Exhibit A. The trial court entered a summary judgment
in favor of Garrison Decatur, concluding that the evidence
was undisputed that Franklin Land and the Trust had intended
for the legal description of the subject property to be
included with the lease memorandum when the lease memorandum
was recorded and that the omission of the legal description
from the lease memorandum was the result of an inadvertent
mutual mistake on the part of Franklin Land and the Trust.
Accordingly, the trial court (1) ordered that the lease
memorandum executed on August 31, 2006, be reformed to
include Exhibit A; (2) declared that the lease memorandum, as
so reformed, related back to the date of its original
execution; (3) declared that the lease memorandum, as so
reformed, complied with § 35-4-6, Ala. Code 1975,
because it had been filed in the probate office within one
year of its execution; (4) declared that the amended ground
lease was valid and enforceable for its full term of 50
years; and (5) declared that the Trust was estopped from
denying that the ground lease was valid and enforceable for
its full term of 50 years. The Trust appealed.
Standard of Review and Applicable Law
"'The standard of review applicable to a summary
judgment is the same as the standard for granting the
motion....' McClendon v. Mountain Top Indoor Flea
Market, Inc., 601 So.2d 957, 958 (Ala. 1992).
"'A summary judgment is proper when there is no
genuine issue of material fact and the moving party is
entitled to a judgment as a matter of law. Rule 56(c)(3),
Ala. R. Civ. P. The burden is on the moving party to make a
prima facie showing that there is no genuine issue of
material fact and that it is entitled to a judgment as a
matter of law. In determining whether the movant has carried
that burden, the court is to view the evidence in a light
most favorable to the nonmoving party and to draw all
reasonable inferences in favor of that party. To defeat a
properly supported summary judgment motion, the nonmoving
party must present "substantial evidence" creating
a genuine issue of material fact--"evidence of such
weight and quality that fair-minded persons in the exercise
of impartial judgment can reasonably infer the existence of
the fact sought to be proved." Ala. Code 1975, §
12-21-12; West v. Founders Life Assurance Co. of
Florida, 547 So.2d 870, 871 (Ala. 1989).'
"Capital Alliance Ins. Co. v. Thorough-Clean,
Inc., 639 So.2d 1349, 1350 (Ala. 1994). Questions of law
are reviewed de novo. Alabama Republican Party v.
McGinley, 893 So.2d 337, 342 (Ala. 2004)."
Pritchett v. ICN Med. Alliance, Inc., 938 So.2d 933,
935 (Ala. ...