Kornblum v. Henry E. Mangels Co., 63-892
| Decision Date | 01 September 1964 |
| Docket Number | No. 63-892,63-892 |
| Citation | 167 So.2d 16,10 A.L.R.3d 812 |
| Parties | Max KORNBLUM, Appellant, v. HENRY E. MANGELS COMPANY, a Florida corporation, Appellee. |
| Court | Florida District Court of Appeals |
Myers, Heiman & Kaplan and Allen Kornblum, Miami, for appellant.
William W. Charles, Miami, for appellee.
Before BARKDULL, C. J., and TILLMAN PEARSON and HENDRY, JJ.
We are asked to decide upon this appeal whether a lessee, who assigned his interest to a corporation, is liable under the covenants of the lease after the assignee exercised an option, contained in the lease, for an additional term. The question arose in the following manner. Henry E. Mangels Company subleased to Max Kornblum certain real property, upon which was located a building containing a refrigeration plant. The lease was for a period of one year with options expressed as follows:
'* * * with an option to renew said lease for a further term of five (5) years, at the expiration of the one (1) year, and with a further option of five (5) years at the expiration of the first five (5) year option. * * *'
It was provided 'that the sublessee [Kornblum] shall have the privilege of assigning the lease to the corporation to be formed at a later date.' The lease was assigned by Kornblum to Everbest Meat Products Co. Everbest paid the rentals on the premises directly to Mangels and exercised both of the options quoted above. During the period covered by the second option, Everbest defaulted in the payment of rent and taxes and subsequently vacated the premises. At the time of vacating the premises, Everbest took with it certain machinery which it had installed.
The appellee, Mangels, filed its complaint at law in which it alleged that it was the landlord and the defendant Kornblum was a tenant of the property involved. It further alleged that both five-year options were exercised. As to the second option, it alleged that the notice of intention to exercise the option was addressed to the plaintiff by 'Allen Kornblum, as agent and attorney for the defendant.' It was then alleged that the defendant, Max Kornblum, had failed to pay certain rents and taxes and that certain personal property, which consisted of fittings and fixtures, had been removed from the premises.
After the denial of a motion to dismiss the complaint, an answer was filed in which the salient allegation was:
'3. For an affirmative defense, defendant would show the Court that after the execution of the sub-lease, he assigned his interest therein to a corporation, Everbest Meat Products Company, a Florida corporation, in which corporation he was interested. Said assignee was a separate and distinct entity in which the defendant was one of the stockholders; that it was Everbest Meat Products Company that exercised the right to a new lease granted thereunder, as more particularly appears from the exhibits attached to the plaintiff's complaint. The defendant, as alleged in paragraph IV of the complaint, lived up to the terms of the lease for the first year and for the first five-year option; that the option for the second five-year term was exercised by Everbest Meat Products Company, the assignee, by the written notice attached to the plaintiff's complaint; that by such written notice and the acceptance thereof by the plaintiff, a new contract was created between the plaintiff and Everbest Meat Products Company; that therefore the defendant has no liability or obligation whatsoever to the plaintiff.'
The parties entered into a stipulation in lieu of proof and submitted the cause for determination by the trial judge without a jury. The stipulation was as follows:
'That the sublease dated July 28, 1955 attached to the Complaint be received in evidence as Plaintiff's Exhibit No. 1.
'That the letter from Everbest Meat Products Co., a Florida corporation, to Henry E. Mangels Company, attached to the Complaint (undated) be admitted in evidence as Plaintiff's Exhibit No. 2, and Defendant stipulates that same was received prior to July 27, 1961.
'That the letter from Henry E. Mangels Company to Mr. Allen Kornblum, dated July 27, 1961, attached to the Complaint, be received in evidence as Plaintiff's Exhibit No. 3, and that said letter was received in due course by the addressee.
'That a group of photographs taken in the premises in November, 1962 will be received in evidence as Plaintiff's Exhibit No. 4, without objection.
'Commencing on or about November, 1955, and continuing each month thereafter until the premises were vacated in June, 1962, the monthly rental for the premises was paid by Everbest Meat Products Co., a Florida corporation, to Henry E. Mangels Company, a Florida corporation, by check drawn on the bank account of Everbest Meat Products Co., a Florida corporation.
'That the sublease was assigned by Max Kornblum to Everbest Meat Products Co., a Florida corporation, prior to July, 1956; that the first five (5) year option to renew contained in said sublease was exercised by Everbest Meat Products Co., a Florida corporation.
The trial judge entered a judgment for the landlord Henry E. Mangels Company for all of...
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