Summary Calendar NH TEXAS PROPERTIES LIMITED PARTNERSHIP v. Douglas K. Mittleider

* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR.
R. 47.5.4.
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
No. 07-20512
Summary Calendar
NH TEXAS PROPERTIES LIMITED PARTNERSHIP
Plaintiff - Appellee
v.
DOUGLAS K. MITTLEIDER
Defendant - Appellant
Appeal from the United States District Court
for the Southern District of Texas
4:06-CV-3466
Before JONES, Chief Judge, and HIGGINBOTHAM and CLEMENT, Circuit
Judges.
PER CURIAM:*
This case involves the interpretation of a Guaranty Agreement
(“Guaranty”) under Texas law. We affirm as modified.
I. BACKGROUND
When NH Texas Properties Limited Partnership (“NH Texas”) amended
its commercial lease agreement with HP/Texas Properties, Inc. (“HP/Texas”),
United States Court of Appeals
Fifth Circuit
F I L E D
February 27, 2008
Charles R. Fulbruge III
Clerk

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No. 07-20512
1 The remittitur includes the January 5, 2005 payment of $50,000, to which the parties
previously stipulated.
2
Douglas Mittleider executed the Guaranty in favor of NH Texas. After HP/Texas
failed to make rent payments, NH Texas filed suit against Mittleider for
payment under the Guaranty. The district court entered a judgment in favor of
NH Texas in the amount of $440,158.02.
II. DISCUSSION
Mittleider argues – and NH Texas concedes – that the total amount of the
judgment should be no more than $209,823.12.1 We therefore modify the
amount stated in the judgment. Only one issue remains for us to decide:
whether the district court erred in concluding that the guaranty covers more
than the first $1,236,180.00 in rent due under the lease. The interpretation of
a contract is a question of law, which we review de novo. Dell Computer Corp.
v. Rodriguez, 390 F.3d 377, 384 (5th Cir. 2004).
In relevant part, the Guaranty states that Mittleider “guarantees . . .
payment by Tenant of rent in the amount of $1,236,180.00 due under the lease
in the manner and at the time prescribed in the Lease, which is a portion of the
rent is [sic] payable from the date hereof until February 1, 2006 . . . .” The
district court concluded that Mittleider guaranteed payment of rent for the
stated period, up to a total amount of $1,236,180.00. In other words, the district
court found that Mittleider was liable for no more than $1,236,180.00 in unpaid
rent accruing during the period stated in the Guaranty, without regard to the
amount of rent actually paid during the period.
On appeal, Mittleider contends that the Guaranty guarantees only that
the first $1,236,180.00 in rent would be paid. Because more than $2 million was
paid under the lease, Mittleider argues that his obligation terminated before
HP/Texas failed to make the rent payments at issue. We disagree. As the
district court noted, the Guaranty did not specifically state that Mittleider

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No. 07-20512
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“guarantees the first $1,236,180.00” or “only the first $1,236,180.00 that becomes
due” or similar language, though this would have been a much simpler way of
conveying the interpretation Mittleider advances.
Moreover, part of the Guaranty would be meaningless if we were to accept
Mittleider’s interpretation. The Guaranty provision ends with the clause:
“which is a portion of the rent . . . payable from the date hereof until February
1, 2006.” There would be no need to define an end date of Mittleider’s liability
if the guarantee was intended to end as soon as $1,236,180.00 in rent was paid.
As the contract states, this amount was only “a portion” of what would become
due before February 1, 2006. If the tenant paid the first $1,236,180.00 in rent,
Mittleider’s liability could not extend beyond February 1, 2006. If the tenant
failed to pay the first $1,236,180.00 in rent, Mittleider would become liable
before February 1, 2006. In either case, the end date would be irrelevant under
Mittleider’s interpretation of the contract. A court is to “consider . . . and give
effect to all the provisions of the contract so that none will be rendered
meaningless.” Preston Ridge Fin. Servs. Corp. v. Tyler, 796 S.W.2d 772, 778
(Tex. App.–Dallas 1990, writ denied) (citing Coker v. Coker, 650 S.W.2d 391, 393
(Tex. 1983)). The district court properly imposed liability on Mittleider under
the Guaranty.
III. CONCLUSION
For these reasons, we affirm the judgment as modified by the parties’
stipulation.
AFFIRMED as MODIFIED.

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