Question: What contractual issues do you need to consider for the case below?

Paul Goral is a successful real estate mogul in Upstate New York.He owns a number of properties, both commercial and residential and all for rent.One property in particular on the East side of the City of Syracuse had underperformed compared to the rest of his portfolio.This property was a three story building that overlooked the beautiful campus of Syracuse University, his alma mater.This commercially zoned piece of property was the corporate home to Paul's empire and his staff and he used most of the building; however, there was room for some commercial rental activity on part of the first floor.In an effort to improve the profitability of the property, Paul enlisted the assistance of his friend, and classmate from SU, Mario Garcia, a licensed real estate agent and real go getter.Mario sold Paul on the fact that he would find a tenant for this property.

Meanwhile, Sabina Seredneva was an entrepreneur who had opened a day salon in the city of Syracuse that was meeting with great success.Sabina had a nice business providing spa services to business professionals located in the heart of downtown Syracuse. Both men and women frequented the salon where they could get any number of pampering services.However, Sabina noted that the lack of parking and the lack of residential housing in the city of Syracuse limited her income potential.If she could find a place near the city but near people with money, and off street parking she could increase her revenues and profits.

At a chance meeting at the Inn Complete bar after an SU hockey game, Mario (also an SU MBA alum), met his old classmate, Sabina who happens to be a hockey fan.The two conversed about the great time they had in school especially their favorite professor who taught them law and public policy and managerial accounting.During the conversation, they got caught up on what each other was doing and the lightbulb went off.Mario realized that he might be able to get Sabina to lease the space that Paul had to offer.The location was perfect!After a few more refreshments and a cheeseburger, they agreed to meet the next day at the property.

Sabina thought the location was perfect, but she needed the basement in addition to the first floor to execute her business plan.Mario, in a hurry to make a sale, provided a sketch of the first floor and marked the map as "Exhibit A" and attached it to a lease document that he had made which outlined the terms of the agreement.The agreement (prepared by Mario who is not a lawyer, but who thinks he is because of his one law class at SU) had the parties, the rent amount, and the term of the agreement which was for 5 years with 5 year options.Sabina insisted that she would be allowed to make some cosmetic changes and repairs to the space, including the basement to accommodate the look she wanted for her very particular and exclusive clientele.Mario again, quickly agreed but only updated the Map on Sabina's copy of the lease agreement to include the basement.Paul had given Mario his full authority to contract in this situation as he was very busy running his real estate empire and had no time for this small space on the first floor of the building.As such, Paul simply signed the agreement that Mario gave him, however, Paul's copy did not include the basement in the Exhibit A but simply the first floor layout.

There seemed to be an agreement and a signed document so Sabina moved in and began construction of the remodeled space.The noise was quite the irritant to Paul and his staff and he quickly became annoyed with his new tenant, but did not say anything despite periodic inspections as to what all the noise was about.In addition, Paul noted that Sabina was using the basement space, but he did not recall the agreement including the basement.His copy of the agreement only showed a sketch of the first floor with no reference to the basement space.Again, too busy to worry about it, he let the construction finish, which included the installation of a washer, dryer and other equipment in the basement and attended the grand opening of the salon which was sparsely attended but tastefully done.

Once the business began operations, it was clear that the basement was being used as a breakroom for the salon staff.They were eating their lunch in the basement, smoking cigarettes in the confined area and generally leaving a mess.Paul and his staff were also using the basement for storage and they would observe this behavior when accessing the basement.In addition, the only way for anyone to get to the basement was via a stairwell that was in the leased space by Sabina.The lease did not mention the landlord's right to enter the leased space or under what circumstances he or his staff could enter.

As a few months went on, it was also clear that the entire building was heated and cooled from a thermostat in Sabina's portion of the building.Sabina's business used various equipment in the spa process that caused the temperature in the leased space to raise so high that Sabina or her staff, had to turn on the air conditioning during the winter in Syracuse, New York.Paul's staff was constantly in his office complaining that they couldn't work in these conditions.Paul, too was wearing three sweaters to work to keep warm in his own office.As such, Paul would regularly go down after hours into the leased space and adjust the temperature via the thermostat in the leased space.Sabina and her staff would come to work each day in their shorts and T-shirts because the heat was too much.Sabina kept yelling at her staff to stop playing with the thermostat.Of course the staff continue to claim they had nothing to do with the temperature adjustment.One of her staff, a hair stylist decided to borrow her nanny camera (used to watch her baby while she was away) from home and aim it at the thermostat to see who was changing the temperature.The camera caught Paul on a number of occasions adjusting the thermostat and muttering, "That'll fix 'em".

Finally, having enough of the mess, cigarette's and temperature wars, Paul called Mario and yelled "you got me into this mess with this space, you get me out"!Paul looked at his copy of the lease andtold Mario that he never agreed to rent the basement, his copy of the lease doesn't include the basement, he never agreed to lease the space and he wanted Sabina out.

Sabina after 6 months in the new location was similarly disenchanted.She lost most of her downtown business customers.Sabina failed to take into account the convenience of her previous location to the business people of the City of Syracuse.They were unable to drive out to the new location during their lunch and make it back in time for their work schedule.Business was bad, she had invested $20,000 in improvements, which was her life savings after she finished paying her student loans.She was looking for a way out of the lease, but didn't know how to do it since she had 4 plus years remaining.

Mario, being stuck in the middle, tried to negotiate between both sides.Pursuant to Paul's instructions, Mario (with dreams of being able to lease all of Paul's properties) went to Sabina and demanded that she stop using the basement.Sabina refused; pulling out her copy of the agreement with a different map than the one Mario had provided to Paul.(It appears that Mario, in his haste to make the deal had attached different copies of the space to the two parties' agreements).Mario demanded that Sabina stop using the thermostat; however, Sabina continued and even left the windows open in her space.Further, Sabina demanded the directional sign out front be completed to show the salon was a tenant, instead Paul purposely had the landscaper not cut the bushes in front of the salon sign.

The war of the Oranges continued to rage until both sides realized that this couldn't be resolved.Paul sues Sabina for breach of contract in local town court for an action of eviction hiring another friend from his MBA days Meryl Corsun, MBA, Esq.Sabina, calls on her SU friend and attorney Manpreet "the Silent Assasin" Singh Saini, Esq, who works at the largest law firm in Syracuse (and commands the largest fee), and also countersues for breach of contract asking to terminate the contract and demands $30,000 in damages.