Disagreement on Length of Rental Commitment – part I | Beit Din Eretz Hemda - Gazit | Beit Midrash

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Parashat Hashavua

The defendant (=def), which provides communal medical services, has been renting part of the building of the plaintiff (=pl), an educational institution, for over 20 years. There have been various rental contracts (=rc) for different lengths of time; the last one, written in 2012, includes a clause enabling pl to remove def with one month’s notice. Since then, some draft contracts were exchanged (including, in 2016, rejected by def), and the sides continued the rental based on general oral agreements, with some rent increases. In May 2022, pl told def to vacate their rental area by October because pl expanded their operations and needed the space themselves; def refused to leave. One solution raised was for the two sides to use the area at different hours, but def claimed it was illegal to do so. Def requested a restraining order to prevent pl from moving in. Def argues that only one agreement includes the clause of early removal of def, and it is illogical for such a complicated operation as a medical provider to relocate in a month. Rather, that contract was just a formalistic piece of paper (copied from a standard contract), that did not represent the parties’ essential agreement, as many of its provisions were ignored by the sides.

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Case: The defendant (=def), which provides communal medical services, has been renting part of the building of the plaintiff (=pl), an educational institution, for over 20 years. There have been various rental contracts (=rc) for different lengths of time; the last one, written in 2012, includes a clause enabling pl to remove def with one month’s notice. Since then, some draft contracts were exchanged (including, in 2016, rejected by def), and the sides continued the rental based on general oral agreements, with some rent increases. In May 2022, pl told def to vacate their rental area by October because pl expanded their operations and needed the space themselves; def refused to leave. One solution raised was for the two sides to use the area at different hours, but def claimed it was illegal to do so. Def requested a restraining order to prevent pl from moving in. Def argues that only one agreement includes the clause of early removal of def, and it is illogical for such a complicated operation as a medical provider to relocate in a month. Rather, that contract was just a formalistic piece of paper (copied from a standard contract), that did not represent the parties’ essential agreement, as many of its provisions were ignored by the sides.

Ruling: The 2012 contract is binding, as it was signed by authorized officers of each organization. The fact that other contracts (signed and proposed) do not include the clause to enable def’s removal does not invalidate the contract or the clause. As the Shulchan Aruch (Choshen Mishpat 45:3) rules, one cannot deny being bound to all of a document he signed based on the claim he was not aware of its content. Although the following is not necessary to validate the clause, we point out that until the 2012 contract, the agreements were with the regional council, which paid for def to service the community at pl’s auspices. The 2012 contract, the only one between these two parties, can be different than the previous ones. Later draft agreements are not an indication of an end to previous agreements if the two sides decided not to sign them.

There is more to discuss regarding the claim that since the 2012 contract expired years ago, its clauses are not relevant to subsequent, oral agreements. There is a machloket whether an expired contract is still relevant. The Taz (CM, 333:8) and Shach (CM 333:44), in the context of labor agreements, rule that all of the details of the old agreement that were neither renewed nor revoked continue to be in effect. The Rama (ad loc. 8) and Machaneh Ephrayim (Sechirut 11) say they do not continue. There is a further machloket (see treatment in our beit din’s ruling 70024) whether those who posit that provisions continue say so when the new agreement changes other elements of the previous agreement. However, since the only explicit change was the price of the rental, which naturally goes up over time, that change is not indicative of the lapsing of the other provisions.

We will continue from this point next time.