Codman v. Hygrade Food Products Corp. of New York

• Decision Date: 09 September 1936
• Citation: 3 N.E.2d 759,295 Mass. 195
• Parties: CODMAN et al. v. HYGRADE FOOD PRODUCTS CORPORATION OF NEW YORK.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

295 Mass. 195

3 N.E.2d 759

CODMAN et al. v. HYGRADE FOOD PRODUCTS CORPORATION OF NEW YORK.

Supreme Judicial Court of Massachusetts, Suffolk.

September 9, 1936

Exceptions from Superior Court, Suffolk County; Macleod, Judge.

Action of contract by Edmund D. Codman and others, trustees, against the Hygrade Food Products Corporation of New York. On exceptions saved by plaintiffs at the trial, where there was a verdict for defendant.

Exceptions overruled.

I. H Y. Muchnick, of Boston, for plaintiffs.

A Brayton, of Boston, for defendant.

DONAHUE, Justice.

The plaintiffs gave to the defendant a written lease of a business building for the term of one year beginning January 1, 1932. After the term had ended and the defendant had vacated the building the plaintiffs brought this action to recover damages for the alleged breach of a covenant in the lease which provided that the defendant would ‘ at the expiration of said term peaceably yield up unto the Lessor * * * the premises and all future erections and additions * * * in good tenantable repair in all respects reasonable wearing and use thereof and damage by fire or other casualties excepted. * * *’ A preceding covenant in the lease provided that the defendant would ‘ keep * * * the said premises * * * in such repair as the same are in at the commencement of said term, or may be put into by the Lessor during the continuance thereof damage by accidental fire or inevitable accidents only excepted the same being admitted to be in good condition at the time of the execution of these presents. * * *’

The case was tried in the superior court before a jury and there was a verdict for the defendant. The plaintiffs excepted to the admission of evidence as to the age of the building and as to its use and condition prior to and at the time of the execution of the lease. The judge gave a request of the plaintiffs for instructions which read: ‘ The defendant having admitted the premises to be in good order and condition at the execution of the lease * * * said defendant is estopped now to deny said premises were in good condition.’ He qualified this, however, by instructing the jury in substance that the words ‘ in good condition’ and ‘ in good tenantable repair’ were not words of such narrow and technical meaning as to be self-explanatory, that they were to be considered in the light of the circumstances and conditions existing at the time of the execution of the lease and that the jury were to determine the sense in which the words were used by the parties. To this the plaintiffs excepted. All the plaintiffs' exceptions are based on their contention that the defendant was obligated to surrender the premises at the end of the term in good tenantable repair regardless of their actual condition at the time the term began.

The evidence warranted the finding of the following facts. The building was at least ninety-six years old and for twelve or more years prior to the execution of the lease to the defendant it had been occupied by tenants who conducted there the business of manufacturing sausage. That was the use of the building by the defendant contemplated by the parties when the lease was given and that was the purpose for which the defendant in fact used it. Dampness in the building and the presence of some water on the floors were necessarily incident to the use of the building for the conduct of that business. At the time of the delivery of the building to the plaintiffs at the end of the defendant's tenancy some timbers and floor joists in the building were rotted, the floors in places were warped and cracked, some of the beams were saturated with water and the metal ceilings were in places rusted. The plaintiffs introduced evidence that in order to make the building fit for occupancy and tenancy it would be necessary to remove two of the floors of the building, to replace rotted timbers and to do other things at a total cost of about $5,500. Counsel for the defendant stated at the trial that the defendant did not dispute the testimony of witnesses describing the actual condition of the premises at the end of the term. The defendant introduced evidence to the effect that the cost of remedying the conditions existing would be very much less than the amount testified to by witnesses called by the plaintiffs. There was evidence from which it could have been found that the conditions above described were substantially the same at the beginning as at the end of the term.

The lease imposed on the defendant no obligation to make specified repairs, but two of its covenants deal with the matter of the state of repair of the building. One required the lessee during the term of the lease to keep the premises in such state of repair as existed at the beginning of the tenancy, it being stated in the lease that it was admitted that the premises were then ‘ in good condition.’ The other covenant required that when delivered up at the end of the term the premises should be ‘ in good tenantable repair.’

The phrases ‘ in good tenantable repair’ and ‘ in good condition’ appearing in such a lease do not have a fixed or technical meaning which is always the same regardless of the character or use of the building to which they refer. A building adapted for use as a tannery might be in good tenantable repair or condition for that purpose and absolutely untenantable for use as a watch factory. In the application of phrases of such general significance to a building which...