NOS. 134 & 135 MARCH TERM, 1979, Appeal from the Order of the Commonwealth Court of Pennsylvania, entered May 24, 1979, at Nos. 111 & 112 C.D. 1978.
Richard T. Williams, Sr., Windber, for appellant.
John W. Taylor, Ebensburg, Richard J. Green, Jr., Johnstown, for appellees.
Eagen, C. J., and O'Brien, Roberts, Nix, Larsen, Flaherty, and Kauffman, JJ.
This is an appeal by Central Transportation, Inc. (hereinafter "Central"), from an order of the Commonwealth Court affirming a decree of the Court of Common Pleas of Cambria County which: (1) reformed a lease agreement between Central and appellee, Cambria County (hereinafter "County"), and (2) upheld an interim school tax assessment on Central property. For the reasons set forth below, we vacate the order of the Commonwealth Court and remand the matter to the Court of Common Pleas.
In 1974, Central agreed to remodel the top floor of a building it owned in Johnstown, Pennsylvania for the operation by County of a "skilled nursing care center." An initial lease agreement between the parties, executed on November 12, 1974, provided that County would lease the remodeled premises for a ten year term at an annual rental, predicated on estimated construction costs, of eight dollars and twenty-five cents per square foot. The lease also provided that
County would be responsible for all real estate taxes occasioned by the construction.
When the construction bids exceeded the estimated cost, the parties renegotiated their agreement, and on March 6, 1975, executed a second lease prepared by County, providing for a thirteen year term at the same square foot rental.*fn1 The lease also included a tax escalation clause providing that County would be responsible for any real estate tax increase after the "base year," which was defined as the first tax year in which the building was assessed as "substantially completed."*fn2 The parties expressly stipulated that the lease
contained their entire agreement, that no dealings or custom would be permitted to contradict or modify its terms, and that any modification must be reduced to writing and signed by the parties.
Renovation of the building proceeded during the spring, summer and fall of 1975. In September, 1975, employees of County began setting up beds and furniture in the building, ...