De Friest v. Bradley
| Decision Date | 20 June 1906 |
| Parties | DE FRIEST et al. v. BRADLEY et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
COUNSEL Warner, Warner & Stackpole, for appellant Wm. J Lemp Brewing co.
Dickson & Knowles, for appellant De Friest.
Ropes Gray & Gorham, for appellees.
The original lease contained neither a covenant for renewal, nor an agreement for an additional term at the election of the lessee. If the last provision had been inserted, and the option had been exercised, there would have been a present demise to take effect at the expiration of the first term and no subsequent agreement or second lease would have been necessary. Stone v. St. Louis Stamping Co., 155 Mass. 267, 270, 29 N.E. 623. The leasehold estate would have been thus prolonged to the end of the entire period, subject, to all the conditions and covenants, including that of the right of the lessor to cancel the lease at his pleasure upon giving written notice, and paying the stipulated sum which was to be graduated in amount according to the time the lessee had occupied the premises. Dix v. Atkins, 130 Mass. 171; Toupin v. Peabody, 162 Mass. 473, 39 N.E. 280. It was, however, within the contractual power of the parties by a later arrangement to prolong the term although the lease was silent on this subject, and this was done by an instrument which has been referred to as the agreement of extension, which was executed and became operative before the term provided for in the lease had expired. In legal effect this agreement operated to extend the term as effectually as if its principal provision had been inserted in the lease in the form of an option of extension, for a further definite period at the election of the lessee, who subsequently made such an election. By either way then, the result is the same for the original demise is thereby lengthened to cover the longest time named. The lease, and the agreement, therefore, must be construed together, and considered in their entirety as forming the contract between the parties. This, with an exception presently to be noticed, is not denied by the plaintiffs, as they aver in their bill that all the covenants and agreements to be kept by them have been performed. The exception is, the reservation of the right to cancel the lease of which the lessors, by a proper notice, having signified their intention to take advantage, this bill is brought for the purpose of enjoining them from enforcing a cancellation.
From the facts which are not in dispute it is manifest that the plaintiff, De Friest, made the improvements on the premises at a large expense, with the knowledge and consent of the defendants, and upon an oral understanding with them, that if this was done by him the lease should be extended for a further term of five years. During these negotiations, and in the oral agreement there was no reference whatever made to the right of cancellation, and from the testimony of the lessee, which is stated in his findings of fact by the presiding judge before whom the case was tried, to have been entitled to full credence, it is apparent not only that he expended his money in good faith relying upon the representations of the defendants, that if he did so they would permit him to occupy the premises for the entire term but also that such expenditures would not have been made if he had understood that they still claimed the right to terminate his tenancy at their will. If the written agreement had merely prolonged the term, without further details, and the defendants then had attempted to enforce a cancellation, the plaintiffs would have been able to defeat a forfeiture by proof of the oral agreement, from which it could have been found that it was not within the contemplation of the parties to keep this condition alive, as its enforcement would defeat the object for which the extension was granted. Durkin v. Cobleigh, 156 Mass. 108, 109, 30 N.E. 474, 17 L. R. A. 270, 32 Am. St. Rep. 436. But where after preliminary verbal negotiations have taken place the parties finally put their contract in writing an independent contemporaneous oral agreement relating to the subject matter which is inconsistent with the terms of the instrument cannot be given effect to vary or modify its provisions. Thomas v. Barnes, 156 Mass. 581, 583, 31 N.E. 683. This principle, however, is not in conflict with another well settled rule upon which the plaintiffs rely, that for the purposes of interpretation, and application, of the terms of a contract evidence showing the subject matter with which the parties dealt, the object which they sought to accomplish, as shown by the preceding negotiations, is competent, not to vary what has been reduced to writing, but to aid in its construction, and to make plain in what sense the parties used and understood the language they employed. Palmer v. Clark, 106 Mass. 373, 387; Keller v. Webb, 125...
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