Golden Gate Corp. v. Barrington College

• Decision Date: 15 April 1964
• Docket Number: No. 3131,3131
• Citation: 199 A.2d 586,98 R.I. 35
• Parties: GOLDEN GATE CORPORATION v. BARRINGTON COLLEGE. Eq.
• Court: Rhode Island Supreme Court

Page 586

199 A.2d 586

98 R.I. 35

GOLDEN GATE CORPORATION v. BARRINGTON COLLEGE.

Eq. No. 3131.

Supreme Court of Rhode Island.

April 15, 1964.

Arcaro, Belilove & Kolodney, Abraham Belilove, Providence, for complainant.

Adler, Pollock & Sheehan, Bernard R. Pollock, Peter Lawson Kennedy, Providence, for respondent.

JOSLIN, Justice.

This is a bill in equity brought to enjoin the respondent from (1) instituting or maintaining eviction proceedings to secure the possession of certain premises located on State street in Providence, hereinafter sometimes referred to as the 'leased premises,' occupied by the complainant under a lease from the respondent, or from interfering with the complainant's possession thereof; and (2) instituting or maintaining any action designed to prevent continued use by the complainant and its employees of certain plumbing, heating and toilet facilities located in Winn Hall, a building of the respondent's adjacent to the building in which the leased premises are located, or from interfering with the continued use of those facilities by the complainant and its employees. The cause was heard in the superior court on bill, answer and proof, and thereafter a decree was entered denying and dismissing the bill, but pursuant to the prayer for affirmative relief contained in the answer required the complainant to vacate, remove its effects from, and surrender the leased premises to the respondent within 90 days. From that decree the complainant has appealed to this court.

On April 23, 1958 by written agreement complainant leased from respondent the leased premises together with certain personal property described therein for a use limited to the operation of a radio broadcasting station at a monthly rental of $200. The initial term was for one year and the lease granted options to complainant to renew or extend the term on a year-to-year basis and to purchase the leased personal property for a sum not in excess of $4,000.

The complainant has occupied the leased premises continuously since September 1, 1958, the commencement date of the lease. It is not disputed that contemporaneously with the purchase of the personal property by complainant pursuant to the option it was agreed that the monthly rental would be abated, nor is there any firm contention by respondent that the abatement or the purchase of the personal property in and of themselves constituted a termination either of complainant's holding under the lease or of whatever tenancy it might at that time have been enjoying. The reason for the abatement is, however, in dispute, the complainant's version being that it was pursuant to an oral agreement that there would be an adjustment of the rent in the event of the purchase of the personal property. The respondent's account, however, was that the abatement was a purely voluntary act extended as an act of grace. Whichever may be correct, however, is of no significance and we refer to the abatement incident only to give coherence to the factual background of what is essential to our decision. Suffice it to say that the abatement continued for a period of eight months extending from March through October 1961.

During the abatement period respondent communicated with complainant by letter on several occasions suggesting in substance a meeting between the parties for the purpose of discussing terms for a new lease. Receiving neither oral nor written response thereto and the suggested meeting not having taken place, by letter dated October 20, 1961 respondent advised complainant that effective November 1, 1961 its tenancy would be on a 'month by month' basis until June 1962 at a rental of $200 per month payable in advance and terminable upon 90 days' notice.

Further terms of the proposed letting as contained in that letter were that respondent would heat the leased premises, remove the trash therefrom and allow complainant the use of toilet facilities in Winn Hall. These undertakings assume significance because the leased premises contained no toilet or plumbing facilities, or any heating equipment and the lease is silent both as to their nonexistence and as to any obligation of respondent to make them available in and from its adjoining premises.

The trial justice, without reference to the kind of tenancy possessed by complainant at the time of its receipt of the letter of October 20, 1961, found that its failure to reply to that letter and the subsequent payment of rental resulted in the creation of a month-to-month tenancy commencing November 1, 1961. He premised that conclusion on an express finding that the letter of October 20, 1961 was an offer to provide heating and toilet facilities which were benefits complainant was not otherwise entitled to receive or respondent obliged to provide, and that the acceptance of those benefits by complainant constituted a manifestation of assent resulting in a new tenancy between the parties.

Aside from the undertaking in the October 20 letter to remove trash to which the trial justice attached no particular significance, his conclusion can be supported only if complainant was not pursuant to a prior or contemporaneous oral agreement entitled to the use and benefit of the facilities in question.

The complainant's president, Harold C. Arcaro, testified that there was such an agreement and that by virtue thereof respondent continuously from the execution of the lease until just prior to the commencement of suit had made toilet facilities accessible in Winn Hall and had provided heat for the leased premises from its heating plant located in that building. Objection was sustained, however, to a question to Mr. Arcaro as to the reason for not incorporating that oral agreement into the lease.

The pertinent evidence for respondent on the plumbing and heating facilities came from its president, Dr. Howard W. Ferrin. He neither admitted nor denied the existence of any such oral agreement, but on direct examination testified that Winn Hall had been used by respondent for the activities of the college continuously from the commencement of the lease until the summer of 1961 when the transfer of all college activities from Providence to a new location in Barrington was completed. That testimony obviously was intended to create a basis for an inference that respondent without obligation so to do permitted complainant to enjoy the questioned facilities so long as Winn Hall was otherwise being used by it, and that purpose was realized for the trial justice found that the enjoyment of these facilities had been 'granted to the complainant on a voluntary basis by the respondent.'

On cross-examination the trial justice sustained objections to questions posed to Dr. Ferrin by which it was sought to establish whether an oral agreement as testified to by Mr. Arcaro had been made, and if made whether the failure to refer to the facilities in the lease was occasioned by applicable municipal ordinances, or whether their omission from the writing was due to a desire to prevent disclosure of the nonexistence in the leased premises of any plumbing facilities.

The questions for our determination are whether evidence of the alleged collateral agreement and the surrounding circumstances should have been admitted and whether that agreement, if established, can supplement the written lease.

This court has frequently held that the parol evidence rule makes inadmissible prior understandings or agreements for the purpose of contradicting, altering, adding to or varying the terms of a written contract. Phillips v. Columbus Wholesale Grocery Co., 60 R.I. 47, 197 A. 197. In holding that such rule is not one of evidentiary but of substantive law, Quinn v. Bernat, 80 R.I. 375, 97 A.2d 273, we have in effect recognized that the rule 'does not exclude certain data because they are for one or another reason untrustworthy or undesirable means of evidencing some fact to be proved. * * * What the rule does is to declare that certain kinds of fact are legally ineffective in the substantive law; and this of course (like any other ruling of substantive law) results in forbidding the fact to be proved at all * * *.' 9 Wigmore, Evidence (3d ed.), § 2400(1), p. 3.

That questions concerning the application of this rule have come before us many times is not unique for as Professor Williston has said: 'Few subjects connected with the interpretation of contracts present so simple and uniform a statement of principle, bedeviled by such a preplexing and harassing number of difficulties in its application, as the parol evidence rule.' 4 Williston, Contracts (3d ed.), § 632A, p. 984.

Without attempting a complete enumeration or examination of our decisions in which the rule has been held inapplicable, reference to some instances where parol evidence has been admitted even where that evidence added to, varied, altered or contradicted the terms of a...