City of Greenville v. Washington Am. League Baseball Club

• Decision Date: 11 January 1945
• Docket Number: 15701.
• Parties: CITY OF GREENVILLE v. WASHINGTON AMERICAN LEAGUE BASEBALL CLUB et al.
• Court: South Carolina Supreme Court

32 S.E.2d 777

205 S.C. 495

CITY OF GREENVILLE v. WASHINGTON AMERICAN LEAGUE BASEBALL CLUB et al.

No. 15701.

Supreme Court of South Carolina

January 11, 1945

J LaRue Hinson and E. M. Blythe, both of Greenville, for appellants.

A C. Mann, of Greenville, for respondent.

FISHBURNE Justice.

On February 25, 1938, the plaintiff leased by written instrument to Joseph C. Cambria, of Baltimore, a vacant lot in the city of Greenville, to be used and occupied for the playing of professional baseball. It was provided that the lease was to run for a period of five years from January 1, 1938, and at the option of the lessee, for a further term of three years provided the conditions and all operating and lease arrangements proposed should be acceptable to the lessor. The lease contained, among others, the following stipulations:

"2. It is expressly agreed and understood that the Lessee is to have the use of said property, rent free for said term, subject to the provisions and conditions hereinafter set out.

3. The lessee is to grade the field, construct grandstands fences and other necessary improvements on said plot of ground, and maintain same during the term of this lease at his own expense.

4. Should professional League Baseball be discontinued, and not conducted for the full season during any year of this lease term, then the said lease shall be automatically ended and terminated at the option of the Lessor.

5. The Lessee shall not have the right to sublet the said baseball park grounds and improvements to another for the purpose of operating a baseball club, or for incidental purposes in connection therewith except with the written consent and permission of the Lessor, and except as provided under Clause 7 below."

Immediately after the execution of the lease, Cambria, the lessee, went into possession of the premises and constructed thereon grandstands, bleachers and fences; and erected poles, upon the top of which were placed lights and reflectors so that baseball could be played at night as well as in the daytime.

The lessee owned a franchise in the South Atlantic League, and as a member thereof conducted and operated baseball games under his lease in the city of Greenville until November 27, 1940, when he transferred and assigned all of his right, title and interest in the lease to the Washington American League Baseball Club. The assignee accepted the assignment in writing, and assumed "all obligations, rights and privileges" provided in the lease. This transfer was assented to by the city of Greenville on November 29, 1940.

The Washington Club, as assignee, used the premises for professional baseball purposes until February 24, 1942, when it notified the plaintiff that it would not continue to operate the Greenville Baseball Franchise because under the law it could not play Sunday baseball in Greenville; it therefore elected to terminate the lease. Thereafter it commenced the removal of the lights and reflectors which had been placed upon the baseball field by it and its predecessor, Mr. Cambria.

The lease contained no specific provision as to the ownership of the buildings erected on the premises, or the other necessary improvements placed thereon, upon the expiration of the leasehold. The relief sought by the plaintiff in this suit is that it be decreed to be the owner of the lights and reflectors affixed to and used on the playing field, and that an injunction issue permanently enjoining the defendant from removing the same.

The defendant admitted the execution and assignment of the lease, but alleged that the lighting equipment placed upon the property constituted trade fixtures; did not lose their character as personal property and chattels, and were, therefore, removable.

The cause was referred to the master, who decided the issue adversely to the contention of the defendant, and his report was affirmed by the County Judge.

No claim is made by appellant to the building, structures or improvements erected on the baseball park, such as grandstands, bleachers, club house, poles or fences. Appellant's contention that the lower Court was in error in granting injunctive relief against the removal of the lights and reflectors from the leased property, is the important question presented in this appeal. The issue is whether this equipment comes within the category of common-law fixtures, or whether they are trade fixtures, and as such are removable upon the termination of the lease.

It is the contention of the plaintiff that the parol testimony, most of which was introduced over objection, showed beyond question a prior contract, independent of the lease, entered into between the plaintiff and Cambria, the original lessee, which explicitly provided that not only would all structures erected upon the baseball property revert to the city, but that the lighting equipment as well would become the property of the plaintiff upon the termination of the lease.

The uncontradicted testimony showed that the lights and reflectors were used by the defendant and the original lessee in the conduct and operation of night baseball. This testimony further showed that most of the baseball games played in the South Atlantic League at Greenville, were played at night, and that this would not have been possible without the use of the lights and reflectors in question.

Evidence offered by the plaintiff in support of the separate contract, was to the effect that shortly prior to the execution of the original lease, Mr. Whilden, president of the South Atlantic League, and Mr. Herring came to Greenville and interviewed Mayor McCullough and other members of city council for the purpose of obtaining a suitable lot to be used for the playing of professional baseball. They stated that they came as the representatives of Mr. Cambria; and they entered into negotiations with the city concerning the location of a playing field and the erection of necessary structures thereon. They wished to ascertain if the city would cooperate with them in the development of a baseball park and in the playing of professional baseball. These representatives were shown a plot of land, which they agreed was ideal for their purpose, and they stated that if the city would give the land free of rent, for the purpose of playing professional baseball, that they would build a grandstand, furnish necessary facilities, and provide and install lights,--all of which would become the property of the municipality upon the termination of the lease. This the city agreed to do. After these negotiations and agreements had been entered into between the plaintiff and Messrs. Whilden and Herring, Mr. Cambria came to Greenville, continued the discussion of arrangements where his representatives had left off, and agreed to the location and the construction operations. None of this testimony was contradicted.

Mr. Dillard, the Clerk and Treasurer, said that he discussed the matter with Mr. Whilden, Mr. Herring, and Mr. Cambria, together and separately, on several occasions; that in the course of the discussion they talked about rent and the amount which would have to be spent to make the ground suitable for organized baseball; and all of these parties stated that they would have to build a grandstand, a fence, and install lights and other things in order to put the baseball field in proper condition. The playing of games at night was fully discussed, and this witness expressed the opinion that the business could not have been operated successfully without night games.

The evidence showed that the lights and reflectors, although easily detachable, were bolted to cross-arms on the top of poles embedded in and around the ball park. Evidence for the defense was to the effect that when the lease was assigned to the Washington Club by Mr. Cambria, the Club also obtained from Cambria by purchase the Greenville franchise, including all physical things connected with baseball, such as uniforms and equipment, and that the lights were included in the purchase price. However, the affirmative defense of bona fide purchaser for value without notice was not pleaded. Mr. Eynon, secretary and business manager of the Washington Club, testified that when the assignment of the lease was executed, nothing was said with reference to the ownership by the City of Greenville of the lights or any personal property. Nor did the defendant make any inquiry thereabout.

On February 16, 1942, the Washington Club, in a letter addressed to Mr. Kenneth Cass, a member of City Council, stated: "If we should decide not to continue, I will want to take everything that rightfully belongs to the Washington Club, of course leaving the grandstands and everything like that, bleachers, fence, etc., which should revert to the city in accordance with the lease. The lights, furniture and everything pertaining to the working apparatus to take care of the grounds belong of course to the Washington Club."

The appellant objected throughout to the admissibility of evidence tending to establish the separate agreement independent of the written lease,--that the lights would become the property of the city upon the termination of the lease. The objections are based upon several grounds: First, that agency cannot be proved by the mere declarations of the agent; second, that even if it be assumed that Whilden and Herring were the representatives of Cambria, there was an entire absence of testimony tending to show that in making the alleged parol agreement, either Whilden or Herring was acting within the scope or apparent scope of his authority; and, third, such testimony should have been excluded because it varied and contradicted the terms of the written lease.

We may say in passing that Mr. Cambria, Mr. Whilden, and Mr. Herring...