Abou-Sakher v. Humphreys County, ABOU-SAKHE
| Citation | 955 S.W.2d 65 |
| Decision Date | 27 March 1997 |
| Docket Number | ABOU-SAKHE,P |
| Parties | Rocklaintiff/Appellant, v. HUMPHREYS COUNTY, Tennessee and Humphreys County Airport Authority, Defendants/Appellees. |
| Court | Court of Appeals of Tennessee |
Calvin P. Turner, Lebanon, for Plaintiff/Appellant.
John Lee Williams, Waverly, for Defendants/Appellees.
This appeal involves a dispute between Humphreys County and the former fixed-base operator of the Humphreys County Airport. After the county declined to renew the fixed-base operator's lease and hired a full-time airport manager, the former fixed-base operator filed suit in the Chancery Court for Humphreys County seeking a declaration that his lease remained in effect and challenging his termination as part-time airport manager. The trial court heard the case without a jury and found that the fixed-base operator's lease had expired and that the plaintiff was not entitled to reinstatement as part-time airport manager. We affirm the judgment.
On March 1, 1987, Rock Abou-Sakher and Humphreys County entered into a fixed-base operator's lease agreement whereby Mr. Abou-Sakher became the fixed-base operator 1 at the Humphreys County Airport. The agreement also provided that Mr. Abou-Sakher would be "designated personally as the Airport Manager." The initial term of the lease was five years, and the lease permitted Mr. Abou-Sakher to renew the lease for one additional five-year period. The lease also required Mr. Abou-Sakher to pay $1.00 per year as rent, but both Mr. Abou-Sakher and the county ignored this provision.
Some time later, the county began paying Mr. Abou-Sakher as a part-time county employee. As time passed, Mr. Abou-Sakher pressed the county for a full-time job because he desired to qualify for the county's group health insurance plan. The county never acceded to Mr. Abou-Sakher's request for full-time employment, and neither the county nor Mr. Abou-Sakher formally renewed the fixed-base operator's lease when it expired in March 1992. Nonetheless, Mr. Abou-Sakher continued to function as the airport's fixed-base operator.
In December 1992, the county created an airport authority to oversee the airport, and Mr. Abou-Sakher became the authority's first secretary. In mid-1994, the airport authority obtained funds to hire a full-time airport manager and advertised for the position. Mr. Abou-Sakher and others applied for the job. During the selection process, Travis Jenkins replaced Mr. Abou-Sakher as the airport authority's secretary following a public altercation between Mr. Abou-Sakher and the airport authority's chairman. The airport authority interviewed Mr. Abou-Sakher and the other candidates and in August 1994 hired Mr. Jenkins as the airport's first full-time manager.
On September 1, 1994, the chairman of the airport authority informed Mr. Abou-Sakher by mail and telephone call that he was no longer the manager of the Humphreys County airport and that he would be required to negotiate another fixed-base operator's lease with Mr. Jenkins because the old lease had expired. The chairman also informed Mr. Abou-Sakher that the authority reserved the right to review and approve any new fixed-base operator's lease.
On November 15, 1994, Mr. Abou-Sakher sued the county and the airport authority in the Chancery Court for Humphreys County seeking a declaration of his rights under the 1987 fixed-base operator's lease agreement and his status as a county employee. On the same day, the county filed an unlawful detainer action in the Humphreys County General Sessions Court seeking to recover the airport property still in Mr. Abou-Sakher's possession. The circuit court consolidated both cases after Mr. Abou-Sakher appealed the adverse general sessions judgment to the circuit court.
Following a bench trial in October 1995, the trial court determined that the 1987 fixed-base operator's lease agreement expired in March 1992 and that Mr. Abou-Sakher had been a holdover tenant thereafter. The trial court also determined that the county's selection of a full-time airport manager violated the Sunshine Law but that Mr. Abou-Sakher did not have a contract right under the fixed-base operator's lease agreement to be employed as the airport manager. Mr. Abou-Sakher has appealed from this judgment.
Mr. Abou-Sakher asserts that the 1987 fixed-base operator's lease is still in effect either because he exercised the renewal option or because the County waived its right to require strict compliance with the lease's renewal provisions. We have determined that Mr. Abou-Sakher did not effectively renew the 1987 fixed-base operator's lease and that the county did not waive its right to require Mr. Abou-Sakher to comply with the lease's renewal provisions.
The 1987 fixed-base operator's lease agreement contained the following renewal provision:
2.) The Lessee shall have the option to renew the lease for an additional period of five (5) years on the same terms and conditions herein expressed by giving notice to the Lessor in writing of the Lessee's election to extend this lease with the same to be given no later than sixty (60) days before the expiration of the original five (5) year period.
Mr. Abou-Sakher asserts that he provided the county with written notice consistent with this provision in three letters between March 30, 1989 and July 29, 1991.
Mr. Abou-Sakher's March 30, 1989 letter related to the reclassification of his part-time position to a full-time position. He stated:
This is to confirm that I'm not requesting any increase in salary or any change to my existing or next contract with the county. My main interest in this move is to get on the county health plan.
He closed his letter by stating: "Looking Forward To Serving The Airport and The County For Many More Years To Come." In the same vein, Mr. Abou-Sakher's April 11, 1991 letter stated:
Please be informed that I'm interested in renewing my contract with the county for [sic] next five year period. However as we have discussed I would like for you to help put me on the county health plan, knowing that will not change this or the next contract period terms or conditions.
Finally, Mr. Abou-Sakher wrote in his July 29, 1991 letter:
Even though my contract with the county as fixed base operator is [sic] still have some time to go, I would like to list [sic] your help and support to change my status with the county as a part time airport manager to a full time, with the next contract period.
Renewal options such as the one involved in this case are essentially unilateral contracts giving the lessee an irrevocable right extend a lease during the option period. American Oil Co. v. Rasar, 203 Tenn. 37, 45, 308 S.W.2d 486, 490 (1957). Lessees must give timely notice according to the terms of the option, and lessees who fail to give the required notice lose their right to renew the lease. American Oil Co. v. Rasar, 203 Tenn. at 45, 308 S.W.2d at 490; Corim, Inc. v. Sam Blair Co., 721 S.W.2d 256, 260-61 (Tenn.Ct.App.1986); Southern Region Indus. Realty, Inc. v. Chattanooga Warehouse & Cold Storage Co., 612 S.W.2d 162, 164-65 (Tenn.Ct.App.1980).
Mr. Abou-Sakher's three letters do not satisfy the requirement in the fixed-base operator's lease that he provide the county with written notice of his exercise of his right to renew the lease for an additional five years. While these letters make vague and general reference to Mr. Abou-Sakher's interest in renewing the lease, they focus primarily on his desire to become a full-time county employee in order to obtain health insurance. In order for a notice to be effective in this context, it must state clearly that the lessee is exercising his or her renewal option. Expressions of a lessee's "interest" in renewing a lease amount to little more than an indication that the lessee is still considering whether or not to exercise the renewal option. Accordingly, the trial court correctly held that Mr. Abou-Sakher did not effectively exercise his option to renew the 1987 fixed-base operator's lease.
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