Case:  P. V. Properties v. Rock Creek Village Associates Limited Partnership, 77 Md. App. 77, 549 A.2d 403 (1988).

Issue

Whether a tenant in a shopping center was entitled to an itemized listing of common area maintenance expenses where the lease was silent in that respect and the landlord was unwilling to provide the desired information.

Facts

Plaintiff P.V. Properties was a tenant in a shopping mall whose lease provided that the tenant must reimburse the landlord for costs incurred in maintaining the common areas. The lease further stated that once a year the landlord was to give the tenant a "written statement setting forth the total actual costs. incurred in maintaining the common areas. Plaintiff requested an itemized list of maintenance costs from Defendant Rock Creek (landlord) in order to verify the amount charged to plaintiff for its pro rata share of the costs. Defendant refused and instead issued one statement which covered all expenses for the year. The Circuit Court dismissed Plaintiff's request for declaratory relief and an accounting, based on the fact that the lease was clear and did not require the landlord to provide to tenant an itemized list of costs involved in maintaining the common area. Plaintiff appealed to the Court of Special Appeals.

Holding

Reversed. Plaintiff was entitled to a declaratory judgment that the lease required the landlord to submit to Plaintiff an itemized list of the type and amount of actual costs assessed against the Plaintiff. The court explained that the duty of good faith implied in every contract gives rise to the implied requirement of a landlord to disclose the basis on which the tenants share of costs for common area maintenance were computed. Further, the rules of contract require that ambiguity be resolved in favor of reason and fairness. The court viewed the contract clause regarding the-landlord's duty to give the tenant a written statement setting forth total actual costs as ambiguous. According to the court, "reason and fairness required that the tenant be afforded some means of verifying the charges against it." The court in dicta, went on to explain that Plaintiff was also entitled to its alternative relief requested of an accounting. The court established that: 1) a fiduciary relationship existed between the Plaintiff and Defendant, as Plaintiff had to rely in good faith on Defendant's assessment of charges for maintenance of common areas, and 2) that Plaintiff did not have an adequate remedy at law. Because Plaintiff had no means of determining whether the annual statement from the Defendant accurately reflected the Defendant's costs to maintain the common areas, the court concluded that the Plaintiff was entitled to an accounting via an itemized list as to category and amount of costs incurred to maintain the common areas.