United States District Court, D. Maryland
THEODORE D. CHUANG, District Judge.
Plaintiff Saul Holdings Limited Partnership ("Saul") initiated this action against Defendant SeraCare Life Sciences. Inc. ("SeraCare") seeking a declaratory judgment that SeraCare failed to execute timely the early termination provision of a commercial lease (the "Lease"). Presently pending are SeraCare's Motion for Judgment on the Pleadings, ECF No. 16, and Saul's Motion for Judgment on Complaint for Declaratory Judgment, ECF No. 17. The Court heard oral argument on the motions on November 19. 2014. For the reasons set forth below, Saul's Motion is granted in part to the extent that the Court finds that the termination date was October 31, 2014, but is denied in part to the extent that it seeks a ruling that SeraCare is required to fulfill its obligations under the Lease. SeraCare's Motion is denied.
Unless otherwise noted, the following facts are presented as alleged in the Complaint for Declaratory Relief. ECF No. 2. Saul is a limited partnership that leases commercial properties. On May 16, 1997, Saul and BBI-Biotech Research Laboratories, Inc. entered into the Lease for the property located at 217 Perry Parkway, Suite 1, in Gaithersburg, Maryland, for a period of ten years. The lessee's rights were later assigned to SeraCare, which occupied the premises. On June 14, 2007, Saul and SeraCare amended the Lease (the "Third Amendment") to extend it for 120 months, beginning on November 1, 2007 (the "Renewal Date"), and ending on October 31, 2017. Compl. Declaratory Relief Ex. I, at 1 ECF No. 2-2. The Third Amendment also gave SeraCare the option to terminate the Lease early:
Tenant shall have the right to terminate this Lease on the last day of the eighty-fourth (84th) month after Me Renewal Date by giving Landlord two hundred (270) days advanced written notice of its intention to terminate this Lease.
Id. at 2, ¶ 3 (emphasis added).
In addition to requiring written notice by a specified date, the early termination provision required SeraCare to pay a $277, 300 termination fee and noted that time was of the essence:
In the event Tenant shall fail to give written notice to the Landlord of its election to so terminate this Lease... and/or pay the Termination Fee, time being of the essence, then Tenant shall no longer have the right to terminate this Lease and the provisions of [this section] shall be void and of no further force and effect.
Id. (emphasis added).
On February 24, 2014, SeraCare sent Saul the $277, 300 termination fee with written notice of its intention to terminate the Lease early. See Compl. Declaratory Relief Ex. 2, at 1, ECF No. 2-3. Saul received the notice and termination fee the following day. Answer & Countercl., at 7 ¶ 14, ECF No. 6. On March 12, 2014, however, Saul notified SeraCare by voicemail that SeraCare had not timely terminated the Lease and that the Lease was "in full force." Id. at 7, ¶ 15. According to Saul, SeraCare was required to provide notice of termination by February 3, 2014, which is 270 days before October 31, 2014, the date Saul contends would be the early termination date under the Third Amendment. Compl. ¶¶ 9-11. On March 12, 2014, Saul returned the notice and termination fee with an accompanying letter stating that SeraCare had "missed the deadline for terminating the Lease." Answer & Countercl. Ex. 13, ECF No. 6-2. On March 25, 2014, SeraCare responded with a letter of its own, disagreeing with the view that it had missed the deadline for termination and reiterating its position that the early termination date would he November 30, 2014. Answer & Countercl. Ex. C, ECF No. 6-3.
On March 21, 2014 Saul filed suit against SeraCare in the Circuit Court for Montgomery County, Maryland, requesting that the court enter a judgment declaring that SeraCare failed to execute timely the early termination provision. Notice of Removal ¶ 1, ECF No. 1. After SeraCare removed the action to this Court on April 30, 2014, see ECF No. 1, SeraCare filed a counterclaim seeking judgment in its favor, see ECF No. 6. On June 3. 2014, the parties filed competing motions for judgment on the pleadings under Federal Rule of Civil Procedure 12(c), ECF Nos. 16, 17.
I. Legal Standard
The parties are both seeking a declaratory judgment, as authorized by the Declaratory Judgment Act, 28 U.S.C. § 2201 (2012). The Act provides that "[i]n a case of actual controversy within its jurisdiction, ... any court of the United States, upon the filing of an appropriate pleading, may declare the rights and other legal relations of any interested party seeking such declaration." § 2201(a). Here, the parties each seek a declaratory judgment resolving whether SeraCare ...