Corriveau v. 3005 Inv. Corp.
| Decision Date | 30 August 1985 |
| Docket Number | No. 13-85-075-CV,13-85-075-CV |
| Citation | 697 S.W.2d 766 |
| Parties | David O. CORRIVEAU, et al., Appellant, v. 3005 INVESTMENT CORPORATION, et al., Appellee. |
| Court | Texas Court of Appeals |
Carl David Adams, Dallas, Charles Darwin Davidson, Little Rock, Ark., for appellant.
Michael H. Collins, Dallas, for appellee.
Before NYE, C.J., and DORSEY and BENAVIDES, JJ.
This is an appeal from a judgment which held that the language in an option clause providing that the price of the land would be "based on an MAI appraisal" meant that the appraisal would be a "starting point for calculation of the option purchase price."
In 1981, appellants leased a parking lot from appellees. The lease contained the following purchase option clause:
35c. It is understood and agreed that Landlord shall grant Tenant an option to purchase the subject property at any time during the primary term of this lease. Upon written notice from Tenant of its intent to exercise this option, and providing that no default exists, the Landlord shall within forty-five (45) days thereafter notify Tenant in writing of the purchase price, which shall be based on an MAI appraisal, conducted by a qualified appraiser. The appraisal shall not include the value of any improvements made by the Tenant. In no event, however, shall the purchase price be less than Three Hundred Thousand ($300,000.00) dollars. If the Tenant does not accept the price and close within 180 days after the date of such notice, then the option to purchase shall automatically terminate at the end of such 180 day period. (Emphasis added.)
Appellants gave notice of their intent to exercise their option. The MAI appraisal valued the property at $667,000.00 ($8.00 per square foot). Appellees notified appellants that the purchase price, based on the MAI appraisal, would be $833,650.00 ($10.00 per square foot). Appellants brought suit for specific performance requesting the option price be declared to be the MAI appraised price as set out in the lease. Appellees defended and counterclaimed, requesting the court to construe paragraph 35c as granting the right to the landlord to establish or set the option price himself provided it was reasonable.
After a trial without a jury, the court held that the contractual provision was unambiguous and that the words "based on" meant a starting point for calculation of the option purchase price. The trial court entered findings of fact that the parties intended such a construction when the contract was executed. Judgment was entered for the appellee-landlord, from which this appeal was taken.
Both parties agree this contractual provision is unambiguous. The issue is whether the trial court erred in its construction of paragraph 35c where it held it to mean that the appraisal would not be determinative of the purchase price, but, rather, merely a starting point from which the landlord could set his own asking price.
Before it can be determined whether or not a contract is ambiguous, it is first necessary to apply the rules of interpretation of contracts to the writing. "In other words, if after applying established rules of interpretation to the contract it remains reasonably susceptible to more than one meaning it is ambiguous, but if only one reasonable meaning clearly emerges it is not ambiguous." Universal C.I.T. Credit Corp. v. Daniel, 150 Tex. 513, 243 S.W.2d 154, 157 (1951). The rules of interpretation are to be applied to the aim of ascertaining the true intention of the parties. "To achieve this object the courts will examine and consider the entire writing, seeking as best they can to harmonize and to give effect to all the provisions of the contract so that none will be rendered meaningless." Universal CIT Credit Corp. v. Daniel, 243 S.W.2d at 158. "No single provision taken alone...
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