Bair v. Barron

• Decision Date: 05 August 1975
• Docket Number: No. 11650,11650
• Citation: 539 P.2d 578,97 Idaho 26
• Parties: Carl J. BAIR, Plaintiff-Respondent, v. Gary Reed BARRON et al., Defendants-Appellants.
• Court: Idaho Supreme Court

Page 578

539 P.2d 578

97 Idaho 26

Carl J. BAIR, Plaintiff-Respondent, v. Gary Reed BARRON et al., Defendants-Appellants.

No. 11650.

Supreme Court of Idaho.

Aug. 5, 1975.

Rehearing Denied Sept. 4, 1975.

Robert M. Kerr, Jr., Kerr & Williams, Blackfoot, for defendants-appellants.

G. Rich Andrus, of Rigby, Thatcher & Andrus, Rexburg, for plaintiff-respondent.

McQUADE, Chief Justice.

On July 3, 1969, plaintiff-respondent, Carl J. Bair, (hereinafter respondent or lessee) and his wife entered into a share crop lease agreement for a term of three years with Rancho Del Norte a co-partnership of Blackfoot, Idaho, (hereinafter Rancho) under which respondent agreed to lease from Rancho and Rancho agreed to lease to respondent certain real property located in Bingham County, Idaho. The real property is particularly described by legal description, but for purposes of this opinion it will be referred to as farms numbered 9, 10, 11, and 12. Under the terms of the lease, respondent was to raise at least 300 acres of potatoes on the premises each year that the agreement was in effect, provided however, that no potatoes were to be grown on the same parcel of the land in consecutive years. As to the remaining land, it was left to the respondent's discretion as to what type of crops were to be planted from year to year. Rancho was to receive as rental for the use and occupation of the property, one-fourth of all the crops harvested. Rancho agreed to construct two additional bedrooms on the dwelling house situated on farm number 10 for the use and benefit of the respondent during the term of the lease. The lease contained a provision that in the event the premises were sold by the lessor during the term of the lease, either party including any such purchaser had the right to terminate the agreement upon thirty (30) days notice in writing subsequent to the date of the sale. The lease made no applicable provision concerning accrued rights, i. e., how the parties would deal with compensation for the work accomplished and materials furnished by the lessee should the lease be terminated by either party prior to its expiration date. The lease was to commence on September 1, 1969, and to terminate upon the completion of the harvest of 1972.

Rancho contracted with a management consulting service to provide technical assistance and to consult with respondent in regard to his farming operation. The trial court found that this consulting service directed and induced respondent to enter upon a high yield production program pursuant to the provision of the lease which required the respondent to grow at least 300 acres of potatoes. The high yield potato program involved fall plowing with the application of potash, and contemplated spring plowing with the application of nitrogen and phosphate. Respondent in farming the leased premises followed the instructions of the management consulting service.

On or about October 21, 1969, Rancho sold the leased property and assigned its interests in the leased premises to the defendants-appellants, Gary Reed Barron, Nanette Rita Barron, and J. Reed Barron (hereinafter Barrons or appellants). Appellants thereupon took possession subject to the terms and conditions of the lease. Respondent was not apprised of the sale of the premises until approximately November 15, 1969, when he received a letter from Rancho informing him of the sale of the premises and assignment of the lease to the appellants.

Subsequent to the receipt of this letter, respondent wrote to the appellants on November 20, 1969, advising them that he would like to terminate the lease, and that he was willing to renegotiate the lease to the best interest and welfare of both parties. The record indicates that respondent wrote to the appellants on at least two additional occasions; first in a letter dated February 11, 1970 and second, in a letter dated March 2, 1970. On both occasions he apprised them of the difficulties he was encountering in securing financing for the upcoming season, advised them that he was unable to continue the lease, and asked them for reimbursement for the work done and the materials furnished at his expense up until that time. There is no indication that appellants responded to these letters. Finally, on March 5, 1970, respondent served written notice on appellants that he was terminating the lease. A short time after the lease was terminated by the respondent, appellants were successful in leasing the vacated premises to two new tenants, Jessie Griffith and Blaine Dance.

Respondent brought this action to recover the value by which he claimed the leased premises were improved as a result of the work he performed and the materials he furnished in preparation for the 1970 farming season after appellants disregarded his demands for reasonable compensation. His basic contention was that he plowed, planted, seeded and fertilized portions of leased land in good faith pursuant to the terms of the lease and that the leased premises were improved by his efforts. He jointed as defendants in the action the Barrons, Jessie Griffith, and Blaine Dance, alleging that all of the above, jointly and severably had been unjustly enriched at his expense in the amount of $5,742.26.

The five named defendants filed a motion to dismiss this action which was denied. The defendants then filed a motion for summary judgment which was granted as to defendants Griffith and Dance, but denied as to the Barrons. The Barrons then filed an answer and an amended answer to respondent's complaint. Before the action came to trial, J. Reed Barron died, and the trial court granted respondent's motion to substitute his son, Gary Reed Barron, as administrator for his father's estate, as a party.

This cause of action was tried by the trial court and a jury pursuant to I.R.C.P 49(a). Special verdicts in the form of answers to interrogatories were returned by the jury setting forth the work performed by the respondent for plowing, discing, seeding, and fertilizing. The trial court concluded, based in part upon the answers to the interrogatories, and in part upon its own findings of fact, that respondent 'unofficiously' and while under a legal duty to do so, conferred benefits upon the appellants which amounted to $5,311.26. It also concluded that respondent realized the benefit of the dwelling house situated on farm number 10, in the sum of $525, which it offset against the $5,311.26 owing to the respondent. It therefore held the appellants jointly and severally liable for the sum of $4,586.26, interest thereon and for costs. It is from this judgment that this appeal has been brought. We affirm.

Appellants set forth 31 assignments of error, which can be reduced to 5 major contentions; first, that the trial court erred in its construction of the termination clause of the lease; second that the trial court erred in failing to find a voluntary surrender under the lease, and in allowing respondent to recover under a theory of unjust enrichment; third, that the trial court erred in its evidentiary rulings; fourth, that the trial court erred in some of its findings of fact; and fifth, that the trial court erred in failing to make additional findings of facts and conclusions of law as requested by appellants.

In their first assignment of error, appellants maintain that the construction placed upon the termination clause of the lease by the trial court was unreasonable, contrary to the intention of the parties, and therefore erroneous. They urge this Court to find respondent's termination of the lease to be contrary to the terms of that agreement.

The termination clause at issue reads as follows:

'Section XII-Termination.

2. It is further mutually agreed by the parties hereto that in the event that the demised premises covered by this agreement are sold by the Lessor during the term of this agreement, then either party hereto, including any such purchaser, shall have the right to terminate this agreement upon 30 days notice in writing subsequent to the date such sale transaction is completed, provided, however, that if such sale is completed during the growing season of any particular year, Lessees have the right to complete the growing and harvesting of the crops then growing and may retain possession of the dwelling house on Lessor's Farm No. 10 and storage facilities for the period of time as aforementioned in this agreement.'

The crucial language in this clause is '. . . upon thirty days notice in writing subsequent to the date such sale transaction is completed, . . .' The trial court construed this phrase to mean that in the event the premises were sold by the lessor during the term of the lease, either party including any such purchaser had the right to terminate upon thirty days notice in writing subsequent to the date of the sale. Based upon this interpretation the trial court found respondent's notice of termination sent to appellants on March 5, 1970 (several months after Rancho sold the premises to appellants) to be valid.

We agree with the construction placed upon the termination clause by the trial court. The meaning ascribed to this clause, is clear and unambiguous, i. e., that the phrase '. . . thirty (30) days notice in writing . . . ' has reference to the time when the termination would become effective rather than to the period of time during which notice of termination must be made. Our conclusion in this regard is buttressed by a reference to Clause 1 of Section XII of the same lease where the following language is employed:

'If the Lessees fail to keep and perform any of the covenants and agreements as required hereunder at the time and manner herein set forth, . . . or if in the opinion of the Lessor or its agents the Lessees are failing in any respect to properly plant, care for, or harvest all or any part of the crops grown on such premises, or to otherwise properly manage the farm operation, then upon three days notice...