— Unreported Opinion —
4
[b]oth documents were signed on the same day, and both
documents set their duration for corresponding dates, with their
terms beginning on November 1, 2013 and ending on
December 31, 2018. The numbering of the pages suggest that
they are one continuous agreement because the Lease is
numbered 1 through 8 while the Addendum is numbered 9
through 10. The subject matter of both documents is the same
property, and the purpose of the Addendum was to grant
permanent possession of the property that the tenant
temporarily possessed as set forth in the Lease.
Woodpoint Seafood Grill, LLC v. Woodpoint Bar & Grill, Inc, et al., Circuit Court for
Washington County, Case No: 21-C-17-059303; Opinion and Order of the Court 1, 6 (Aug.
15, 2018). We agree with the trial court that, from these facts, it can be reasonably inferred
that the parties intended the documents to be read together.
Moreover, the documents also expressly reference each other. The lease refers to
the addendum with the following language: “Purchase Option. The Lessee has certain
rights pursuant to an Option to Purchase Premises which said rights and obligations are set
forth in an Addendum describing Option to Purchase Premises attached hereto and made a
part hereof.” Meanwhile, the addendum states that it was to be “executed simultaneously”
with the “Commercial Lease.” This type of cross-referencing is known as incorporation by
reference. “Incorporation by reference is a method of contract drafting such that where a
subsequent document references a previous document, it incorporates that previous
document into the subsequent.” Pinnacle Group, LLC v. Kelly, 235 Md. App. 436, 462
(2018). The effect of incorporation by reference is that “the earlier document is made a part
of the second document, as if the earlier document were fully set forth therein.” Id. It is
clear to us that this principle applies to the language used in the lease and addendum