Kidder v. Greenman

• Decision Date: 11 September 1933
• Citation: 187 N.E. 42,283 Mass. 601
• Parties: KIDDER v. GREENMAN et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

283 Mass. 601

187 N.E. 42

KIDDER

v.GREENMAN et al.

Supreme Judicial Court of Massachusetts, Suffolk.

Sept. 11, 1933.

Appeal from Superior Court, Suffolk County; Qua, Judge.

Suit by S. Adelaide Kidder against Addie Greenman and others, and cross-complaint by defendants. Case was referred to a master, and by interlocutory decree defendants' exceptions to the master's report were overruled, and report was confirmed, and final decree entered against defendants. From interlocutory and final decrees, defendants appeal.

Affirmed.H. B. Ehrmann and B. A. Sugarman, both of Boston, for appellants.

R. H. Peacock and M. L. Hussey, both of Boston, for appellee.

FIELD, Justice.

This is a suit in equity brought by the person named as lessee in the lease of an apartment in an apartment house owned by the defendant Greenman against her as lessor and the defendants McNally and Stucklen, her agents for the purpose of leasing apartments, for the cancellation of the lease and for an injunction against the prosecution of actions at law to recover rent thereunder.

Attached to the bill of complaint as amended is an alleged copy of the lease, partly printed and partly typewritten, which purports to be a lease in duplicate of the apartment for thirteen months from September 1, 1930, and ‘thereafter from year to year until one of the parties hereto shall on or before the first day of June in any year give to the other party written notice of his intention to terminate this Lease on the thirtieth day of the following September.’ The bill as amended alleges that the plaintiff and the defendants McNally and Stucklen entered into an oral arrangement for a lease to run from September 1, 1930, to October 1, 1931, that these defendants presented to the plaintiff for execution and delivery by her a lease which was ‘incomplete, among other things, as to the length of term of said lease,’ that ‘the plaintiff executed and delivered said incomplete lease with the understanding and upon the condition that the lease was to be completed’ by these defendants ‘in accordance with the terms of their mutual oral arrangement,’ but that the defendants ‘did not complete said lease in accordance with the terms and conditions of said oral understanding and arrangement, but thereafter, in breach of said oral understanding and arrangement, did wrongfully and fraudulently fill in certain blanks in said lease so as to make it in form a thirteen month lease and thereafter a lease from year to year.’ There are also allegations that the plaintiff vacated the apartment on or about September 30, 1931, the rent being paid in full to September 30, 1931, and allegations that the defendant Greenman had brought an action at law to recover rent for the month of October, 1931, and was going to bring actions for subsequent months up to and including September, 1932.

The defendants in their answer as amended allege that the defendant Greenman was entitled to rent under the lease for the month of November, 1931, and would become entitled to rent thereafter until the termination of said lease, and an attorney's fee for the collection thereof, and prayed that the plaintiff be ordered to pay these amounts.

The defendant Greenman was enjoined until the further order of the court from further proceeding with her action at law referred to in the bill of complaint and the case was referred to a master. By an interlocutory decree the defendants' exceptions to the master's report were overruled and the report was confirmed. A final decree was entered cancelling the lease and enjoining the prosecution of the action at law described in the bill of complaint and the institution or prosecution of ‘any action or proceeding for the purpose of collecting rent under the said lease, and from endeavoring otherwise to collect any rent thereunder.’ The defendants appealed from this interlocutory decree and from the final decree.

The master found the following facts: The defendant Greenman was the owner of the apartment house in question and the defendants McNally and Stucklen, copartners, were her agents for the purpose of leasing apartments therein, the defendant Stucklen being particularly in charge.

On August 22, 1930, the plaintiff, accompanied by her two daughters, had an interview with the defendant McNally, expressed an interest in the apartment and said she would want a one-year lease, and certain repairs. McNally said he would speak to Stucklen, that a one-year lease was not customary but that he thought Stucklen would agree. The plaintiff asked for and obtained from McNally a blank form of lease. It contained in the printed part the provisions for continuation from year to year and notice to terminate to which the plaintiff now objects. The plaintiff took this form of lease to her banker and had him examine it for her.

No definite agreement was made before August 25, 1930. On that day the plaintiff, again accompanied by her two daughters, had an interview with the defendant Stucklen. The plaintiff and her daughters proposed certain repairs. He said that they were asking too much on a one-year lease. The plaintiff ‘said she didn't want a longer term as she expected to travel beginning in October 1931 and would have to go without some of the repairs. She further said she didn't want to be bothered with giving notice because she expected to travel while living in Boston.’ The extent of the repairs to be done was agreed upon, the lease was presented to the plaintiff for her signature, the plaintiff and her daughters read it carefully and it was then signed by her. The plaintiff and her daughters in their testimony before the master were positive that the blank spaces in the printed clause hereinafter set forth were not filled in when the plaintiff signed it; the defendant Stucklen and his stenographer were positive that they were filled in. The master, upon this conflicting testimony, for reasons stated, including the fact found by him that the term to be filled in had not been determined until the lease was signed by the plaintiff, found ‘that the spaces in question were blank when the lease was signed by the plaintiff.’ The printed clause was as follows (the words in italics not then being filled in): ‘To have and to hold for the term of one (1) year and one (1) month from the first day of September in the year nineteen hundred and thirty until the thirtieth day of September in the year nineteen hundred thirty-one and thereafter from year to year until one of the parties hereto shall on or before the first day of June in any year give to the other party written notice of his intention to terminate this Lease on the thirtieth day of the following September in which case the term hereby created shall terminate in accordance with such notice.’

The master states, ‘I find that the rest of the blanks in the lease were at that time completely filled except for the clause in question and the spaces on the back. Plaintiff made no comment upon the blanks for the reason that she believes Stucklen understood her desire for a one year term without any provision for continuation from year to year. She gave no definite instructions as to completing or altering the lease and the defendant made no promises except such as may be gathered from the talk as above reported. At the end of the conference Stucklen said that plaintiff might wish to remain another year. She said that if she did she could sign another lease. After the lease was signed Stucklen said that if plaintiff had no objection he would have the lease run to October 1, 1931, instead of September 1, 1931, as the renting season began on October 1. Plaintiff said she wanted a 12 months lease but had no objection to extending the term to October 1. Stucklen then said he would have the lease completed and sent to the owner for signature. After plaintiff and her daughters had left Stucklen caused the blanks to be completed in the clause in question, and had the spaces on the back of the lease filled in as they now appear and sent the lease to the owner's son for the owner's signature. The leases [were] returned with the owner's signature on or before August 27, 1930. On August 27, 1930, Stucklen mailed the completed leases to plaintiff addressing them to her at Andover, Mass. They reached plaintiff * * * some time between September 1 and September 4, 1930.’

The lease sent to the plaintiff was on its face in the form above set forth with the words in italics filled in in typewriting and on its back in the following form (the words in italics being typewritten in spaces left blank in the printed form): ‘From Addie M. Greenman To S. Adelaide Kidder Term one (1) year and one (1) month Beginning September 1, 1930 Expiring September 30, 1931 Notice required June 1 Rent per annum $2160 Payable monthly advance Building 18 West Cedar St. 108 Mt. Vernon St.’

The master's conclusion on this branch of the case is as follows: ‘I find that defendants made no misrepresentations of existing facts to plaintiff upon which plaintiff relied when signing the lease. I find that the plaintiff, although the defendant Stucklen was an agent for the defendant Greenman, relied upon him and entrusted him with the task of completing an incomplete lease; that he completed the lease without removing the clauses as to continuation and notice, and in so doing he failed to abide by the oral arrangement with the plaintiff for a lease for the term of 13 months only which he knew or should have known he had made with the plaintiff. I find no fraudulent intent existed on the part of any of the defendants.’

The ‘plaintiff did not look at the lease’ at the time she received it ‘except to slit the envelope and see it contained a lease,’ and did not examine it at all until early in July, 1931. Late in the preceding month the plaintiff in a talk with the janitor received her first intimation that she might be held for another year. As a result of this talk Stucklen wrote ...