Bechmann v. Taylor

• Decision Date: 13 September 1926
• Docket Number: 11635.
• Parties: BECHMANN et al. v. TAYLOR et al.
• Court: Colorado Supreme Court

249 P. 262

80 Colo. 68

BECHMANN et al. v. TAYLOR et al.

No. 11635.

Supreme Court of Colorado

September 13, 1926

Department 2.

Error to District Court, City and County of Denver; James C Starkweather, Judge.

Action for specific performance of an agreement for the renewal of a lease by O. C. Bechmann and others against Theodore Taylor and others. Judgment for defendants. On application for supersedeas.

Supersedeas denied, and judgment reversed, with directions.

Charles E. Friend, of Denver, for plaintiffs in error.

Benedict & Phelps, or Denver, for defendants in error.

DENISON J.

The plaintiffs in error were plaintiffs below. Their action was for specific performance of an agreement for renewal contained in a lease to them from one Hackley who had afterwards conveyed the remainder to defendant Taylor. A demurrer to the complaint was sustained, the plaintiffs elected to stand, and judgment was entered against them. We think the judgment was wrong.

The complaint shows that Hackley gave Bechmann (for simplicity we ignore his colessees) a lease for five years, from March 1 1921, to March 1, 1926. The lease was on a printed form and contained the following in Hackley's handwriting:

'And at the end of the five years, parties of the second part may have the option of the building at what the rent will be worth at that time.'

Before the end of the term Bechmann notified Taylor of his election to take the option, but they could not agree on what the rent was worth; in July, Taylor gave notice to quit and brought unlawful detainer before a justice of the peace. This action was then begun. The main question is the validity of the above-quoted clause, secondarily its interpretation. We think it valid and that it amounts to an option for a renewal. The objection to its validity is that it is uncertain as to the term and the rent on renewal; but, in such cases, it is universally held that the term is the same as the original; and as to the rent, the clause is clear and plain that the rent was to be the fair market rate--i. e., the reasonable rent--at the date of renewal. How can we say that such a contract is not sufficient when we are enforcing contracts for quantum valebat, quantum meruit, goods sold and delivered, goods bargained and sold, for reasonable rent, etc.? We do not, as defendant in error claims, make a contract for the parties, we merely determine the reasonable worth, and under the facts stated, plaintiff is entitled to a renewal at such rent as the court shall find is reasonable. As to the term, see Rutgers v. Hunter, 6 Johns. Ch. (N.Y.) 215. Tracy v. Albany Exch., 7 N.Y. 472, 57 Am.Dec. 538, Cunningham v. Pattee, 99 Mass. 250, and cases there cited. Iggulden v. May, 7 East. 237. As to the rent, see Marckres v. Perry Gas Works et al., 189 Iowa 1204, 179 N.W. 538, Hayes v. O'Brien, 149 Ill. 403, 37 N.E. 73, 23 L.R.A. 555, Milnes v. Gery, 14 Ves. Jr., 401. The same principle is sustained in Scholtz v. Northwestern, etc., Co., 100 F. 573, 40 C.C.A. 556, where the contract for a lease provided that it should be in the 'usual form,' and in Cochrane v. Justice Min. Co., 16 Colo. 415, 26 P. 780, where the contract provided for 'settlement as usual.' This last case was a bill for specific performance. Scholtz v. Northwestern, etc., Co. was an action for damages, but the court intimates that the decision would have been the same were the suit for specific performance.

The lease contained the following in print:

'And it is mutually agreed, that if after the expiration of this lease, the parties of the second part shall remain in possession of said premises and continue to pay rent without a written agreement as to such possession, then they shall be regarded as a tenant from month to month at a monthly rental, payable in advance, equivalent to the last month's rent hereunder.'

And it...