SIGNAL AVIATION SERVICES, INC.
CITY OF LEBANON
Argued: January 7, 2016.
Office of Stephen P. Girdwood, PLLC, of Lebanon (Stephen P.
Girdwood on the brief and orally), for the plaintiff.
Gardner Fulton & Waugh PLLC, of Lebanon (Adele M. Fulton
on the brief and orally), for the defendant.
plaintiff, Signal Aviation Services, Inc. (Signal), appeals a
ruling of the Superior Court (Bornstein, J.)
granting summary judgment in favor of the defendant, City of
Lebanon (City), in this action by Signal for, among other
things, breach of contract. The City cross-appeals a portion
of the trial court's order interpreting the contract. We
following facts were recited in the trial court's order,
are contained in the record, or are taken from our decision
in a prior appeal in this case. See Signal Aviation
Servs. v. City of Lebanon, 164 N.H. 578 (2013). Signal
leases 8.91 acres at the Lebanon Municipal Airport (airport)
as assignee of a Lease and Operating Agreement (LOA). The
City owns the airport and is the lessor under the LOA. The
LOA grants Signal the nonexclusive right and obligation to
provide fixed based operator (FBO) services at the airport.
FBO services include "aircraft ground guidance and ramp
service, aircraft parking and storage, aircraft maintenance
and repair service, flight training, sale and rental of
aircraft, flight services and charter operations, and
maintenance in operation of facilities for the comfort and
convenience of pilots and passengers." (Quotation and
ellipsis omitted.) In granting this nonexclusive right, the
City agreed in paragraph 3M(2) of the LOA that "[a]ny
other operator of aeronautical endeavors or activities will
not be permitted to operate on the Airport under rates, terms
[or] conditions which are more favorable than those set forth
in this Agreement."
2006, the City increased the assessed value of the land
leased by Signal, not including the improvements, from $77,
400 to $868, 300, resulting in a corresponding increase in
Signal's property tax liability. Id. at 580.
Signal applied for an abatement of taxes for the years 2006
and 2007. Id. Following denial by the City's
assessors, Signal appealed to the New Hampshire Board of Tax
and Land Appeals (BTLA). Id. The BTLA dismissed the
appeals because Signal failed to present evidence of the
property's market value. Id. Signal did not
appeal that decision. Id.
then brought the instant action claiming, among other things,
breach of contract. Its writ alleged that the City
"materially breached its obligations under the [LOA] by
providing more favorable and disproportionate tax assessments
and taxation schemes under agreements with other entities at
the Airport providing commercial aeronautical services
City filed a motion to dismiss, arguing that Signal's
exclusive remedy for disproportionate taxation was through
the statutory abatement process and, consequently, the trial
court lacked jurisdiction to grant the relief sought.
Id. at 581. The trial court granted the City's
motion and Signal appealed. Id. at 579.
appeal, we affirmed the trial court's order in part,
reversed in part, and remanded for further proceedings.
Id. We held that "to the extent that
Signal's breach of contract claim sought relief from
'disproportionate taxation, ' its claim [was]
unavailing, " as it was, "in effect, a claim for
abatement of taxes . . . [which] may be pursued only through
the tax abatement statutory scheme." Id. at
583. We also held:
However, to the extent that Signal's breach of contract
claim sought relief from "unequal treatment, "
specifically with respect to the amount of taxable land the
City attributes to Signal and to other airport tenants with
which the City contracts, Signal may pursue this claim
without complying with the tax abatement statutory process.
Id. at 583-84.
remand, the City moved for summary judgment on what remained
of Signal's breach of contract claim. The trial court
noted that Signal's objection specified four tenants, or
categories of tenants, that were allegedly taxed
disproportionately. First, Signal claimed that Magic Bird
Contracting, Inc. (Magic Bird) and Lebanon Hangar Associates,
Ltd. (Lebanon Hangar) are taxed more favorably than Signal.
Second, Signal argued that tenants at the Executive Ramp,
where the City had constructed T-hangars and tie-down spaces
"to provide the public with . . . parking spaces for
private aircraft, " receive more favorable tax
treatment. (Quotation omitted.) Third, Signal contended that
tenants at the Airport Terminal are taxed disproportionately.
Finally, Signal claimed that the City's exemption from
taxes constitutes unequal treatment for purposes of paragraph
trial court granted the City's motion for summary
judgment, and Signal now appeals. The City cross-appeals,
challenging a portion of the trial court's interpretation
of the LOA. On April 21, 2016, we requested supplemental
briefing from the parties on the following questions:
With respect to the issue of taxation, do paragraphs 3M(2)
and 3D, taken together, ensure only that all operators of
aeronautical endeavors or activities permitted to operate on
the airport will be required to pay such taxes as are
lawfully levied or assessed?
Does the City's operation of the Executive Ramp violate
paragraphs 3M(2) and 3D as so construed?
received supplemental briefs from both parties, we now
resolve the issues before us.
standard of review is well-settled:
In reviewing the trial court's rulings on cross-motions
for summary judgment, we consider the evidence in the light
most favorable to each party in its capacity as the nonmoving
party and, if no genuine issue of material fact exists, we
determine whether the moving party is entitled to judgment as
a matter of law. If our review of that evidence discloses no
genuine issue of material fact and if the moving party is
entitled to judgment as a matter of law, then we will affirm
the grant of summary judgment.
Granite State Mgmt. & Res. v. City of Concord,
165 N.H. 277, 282 (2013) (quotations and citation omitted).
addition, this appeal requires us to review the trial
court's interpretation of the LOA. Our review is de
novo "[b]ecause the proper interpretation of a
written agreement is ultimately a question of law for this
court." Gen. Linen Servs. v. Franconia Inv.
Assocs., 150 N.H. 595, 597 (2004). We will sustain the
trial court's findings and conclusions unless they are
lacking in evidentiary support or tainted by error of law.
Id. Our standards regarding contract interpretation
are also well-established:
It is axiomatic that we give an agreement the meaning
intended by the parties when they wrote it. When interpreting
a written agreement, we give the language used by the parties
its reasonable meaning, considering the circumstances and
context in which the agreement was negotiated, when reading
the document as a whole. Absent ambiguity, the parties'
intent will be determined from the plain meaning of the
language used. Only when the parties reasonably disagree as
to its meaning will the agreement's language be deemed
ambiguous. If the agreement's ...