Florida Yacht Club v. Renfroe

• Decision Date: 03 March 1914
• Parties: FLORIDA YACHT CLUB v. RENFROE et al.
• Court: Florida Supreme Court

64 So. 742

67 Fla. 154

FLORIDA YACHT CLUB v. RENFROE et al.

Florida Supreme Court

March 3, 1914

Appeal from Circuit Court, Duval County; W. F. Horne, Judge.

Bill by the Florida Yacht Club, a corporation, against H. A. Renfroe and others. Demurrers were sustained to the bill, and complainant appeals. Reversed.

Syllabus by the Court

SYLLABUS

A lease of real estate for 20 years, containing an option by the lessee to purchase the leased premises at any time during the life of the lease, the purchase price to be fixed by five arbitrators or appraisers--two to be chosen by the lessor two by the lessee, and the fifth by the other four--is a legal and binding contract enforceable in equity between the parties to the lease contract and their assigns and privies the words 'at a price and upon terms to be decided fixed, and determined by a majority vote of the board of five arbitrators,' taken in connection with the context, could only mean that the arbitrators were to fix the price to be paid for the property, and the time and manner of payment and the only proper parties to engage in the selection of the arbitrators were the complainant and the owner of the legal title.

A contract of lease containing an option on the part of the lessee to purchase land upon acceptance of the option becomes a binding contract between the parties, and implies that a good title shall be made.

COUNSEL Alston Cockrell and Bayard B. Shields, both of Jacksonville, for appellant.

John C. Cooper, of Jacksonville, for appellees.

OPINION

HOCKER J.

The appellant filed a bill in the circuit court of Duval county against H. E. Renfroe, Minnie Renfroe, his wife, and the Riverside Company, a corporation, alleging in substance that on, to wit, the 1st of January, 1907, the Riverside Company owned or claimed to be seised and possessed of a certain described lot of land situated in the city of Jacksonville, Duval county, and on that date entered into a certain agreement and lease in regard to said land with appellant, which was duly recorded on the 16th of March, 1907, a copy of which lease is made a part of the bill; that, by the terms of said lease and agreement, the Riverside Company, in consideration of the payment by appellant of the taxes, state, county, and city, which might be legally assessed against said property, and in further consideration of the erection by appellant of a clubhouse costing not less than $4,000 on said land, among other things, leased said land to appellant, not including riparian rights, for the term of 20 years from the date of the lease; that, by the terms of said agreement and lease, among other things, the Riverside Company covenanted and agreed that appellant (orator) should have the right to purchase said land, including riparian rights, at any time before the termination of said lease, for and at a price and upon terms to be fixed and determined by a majority vote of a board of five arbitrators, two of which should be chosen by the lessor, two by the lessee (orator and appellant), and the fifth by a majority vote of the four thus chosen; that orator, upon the execution and delivery of said lease and agreement, and in accordance with its terms, went into possession of the said land, and has continued in possession thereof ever since; that shortly after it caused a clubhouse to be erected thereon costing about $9,000, has fully paid all taxes due and payable on the land from the time of the execution of the said agreement and lease until the present time; and orator (appellant) has fully complied with, kept, and performed all the agreements and covenants by it to be kept and performed under said lease and agreement. It is provided in said lease and agreement that all buildings which might be erected on said land during the life of the lease should be the exclusive property of orator, and orator should have the right to mortgage or otherwise incumber said buildings as freely and fully as if the same were on the property of orator; that on, to wit, the 3d of May, 1911, the Riverside Company conveyed by warranty deed to the defendant H. A. Renfroe, along with other lands, the above-described lands, which it had theretofore leased to grantor, but subject to the lease, which warranty deed was recorded on May 3, 1911, in the public records of Duval county, Fla., naming the Deed Book and page; that, by the terms of the lease and agreement from the Riverside Company to orator, it was agreed that said lease should be binding upon the successors and assigns of the Riverside Company, and that, upon the execution and delivery of the aforesaid warranty deed to H. A. Renfroe, he became charged and bound with and by all the covenants and agreements by which the Riverside Company was charged and bound by said lease; that on the same day, May 3, 1911, the Riverside Company conveyed said land to H. A. Renfroe, aforesaid, said Renfroe, joined by his wife, Minnie Renfroe, executed to the defendant the Riverside Company a mortgage incumbering with other lands the said land leased to your orator, which mortgage recites it was given to secure the payment of the sum of $7,000 five years after its date, with interest at the rate of 8 per cent. per annum, which was recorded on the same day in Mortgage Book 49, at page 270 of the Public Records of Duval County, Fla.; that some time after the execution and delivery of the deed and mortgage last above mentioned the orator (appellant), being desirous of exercising its rights to purchase said land under the provisions of the agreement, and lease to it from the Riverside Company dated January 1, 1907, notified the defendant H. A. Renfroe of its said desire, and of the appointment of two arbitrators, to represent orator, and requested H. A. Renfroe to appoint two arbitrators to represent him; that on November 1, 1911, defendant Renfroe notified orator of the appointment by him of two arbitrators to represent him; that on June 21, 1912, the four arbitrators thus chosen met and selected unanimously a fifth arbitrator, which will appear from a copy of the minutes of their meeting attached to the bill and marked 'Exhibit B'; that on June 12, 1912, the arbitrators met and by a majority vote decided, fixed, and determined that the price to be paid by orator to H. A. Renfroe for the above-described property, including riparian rights, should be $3,500, and that the terms of said should be cash, within 90 days from the date of said meeting, which will appear from a copy of minutes of said meeting attached to the bill as Exhibit C, and said arbitrators thereupon duly notified H. A. Renfroe and the orator of their award and findings; that, in pursuance of the agreement and the award, orator at about 12:30 o'clock p. m. on July 25, 1912, tendered H. A. Renfroe, in the city of Jacksonville, the sum of $3,500 in gold coin of the United States, and demanded from Renfroe a deed to said land, including riparian rights. Renfroe refused the money so tendered, and refused and still refuses to make the deed to the land and riparian rights. Orator ever since the 25th of July, 1912, has been and is still ready to pay Renfroe the sum of $3,500, and to receive a deed from him to said land and the riparian rights. The bill prays that H. A. Renfroe, Minnie Renfroe, his wife, and the Riverside Company be required to answer the bill, but not under oath; that the Riverside Company may be restrained and enjoined during the pendency of this suit from assigning, selling, or transferring the said mortgage and the debt thereby secured, the note or other evidences thereof, during the pendency of this suit; that defendant Renfroe and Minnie, his wife, be restrained during the pendency of this suit from incumbering any right or title they may have in the land; that the Riverside Company may be decreed to cancel and satisfy in full, as to said land, including riparian rights, the mortgage herein referred to; that H. A. Renfroe may be decreed specifically to perform the agreements contained in the lease to the orator, dated the 1st day of January, 1907, and in the findings and awards of the arbitrators before mentioned to make a good and sufficient deed to the orator of the premises, including riparian rights, orator being willing and ready, and hereby offering, to perform said agreements on his part, and, upon the said H. A. Renfroe making a good and sufficient title and deed to your orator, to pay Renfroe the said sum of $3,500, and that defendant Minnie Renfroe be forever barred and foreclosed of any right of dower or homestead, contingent or otherwise, that she may have in said land; and for further relief. The agreement and lease executed by the Riverside Company to orator, the Florida Yacht Club, dated January 1, 1907, was signed and sealed by the respective parties and recorded. The foregoing presents enough of the bill to determine the questions raised by the demurrer.

Th...