Laramie Printing Trustees v. Krueger
| Decision Date | 28 February 1968 |
| Docket Number | No. 3562,3562 |
| Citation | 437 P.2d 856 |
| Parties | LARAMIE PRINTING TRUSTEES, Laura B. Holiiday, L. J. Holiiday, and Robert W. Costin, Appellants (Plaintiffs below), v. Max L. KRUEGER, Allene W. Krueger, and Wyoming Stationers, Inc., a Wyoming Corporation, Appellees (Defendants below). |
| Court | Wyoming Supreme Court |
David N. Hitchcock, Laramie, for appellants.
George J. Millett, of Pence & Millett, Laramie, for appellees
Before HARNSBERGER, C. J., and GRAY, McINTYRE and PARKER, JJ.
Plaintiffs appeal from an adverse judgment entered by the trial court in an action brought by them against the defendants to recover unpaid rent under a claimed long-term lease of certain business premises situate in the city of Laramie, Wyoming.
The salient facts are uncontroverted. On or about February 2, 1954, the Laramie Printing Company, a corporation (predecessor in interest of the plaintiffs), as owner of the premises involved, was desirous of disposing of a printing and bookbinding business it was then conducting on the second floor of the said premises and on such date the stockholders and officers of the corporation agreed that they would sell all of the tangible assets owned by the corporation and used in such business to the predecessors in interest of the defendants. In keeping therewith the stockholders and officers of the corporation and defendants' predecessors entered into an agreement entitled 'PRELIMINARY SALE AGREEMENT.' We are not here concerned with the terms of the sale of the personal property, but intermingled with the provisions relating thereto were provisions relating to some proposed alterations of the premises by the sellers and to the leasing by the sellers to the purchasers of that portion of the premises theretofore used for the carrying on of such business. It is the latter provisions that are of significance in disposing of the questions presented as will later be shown, and while we shall not undertake to set forth the entire agreement, reference is made to those provisions deemed important which are embraced in Paragraphs 2B, C, and D. The introductory portion of said paragraphs reads as follows:
'It is understood and agreed that parties of the first part shall arrange for and prepare a more comprehensive contract embodying all details and provisions of the sale agreement outlined herein, after completing their study and consideration of the various legal and accounting problems involved, and that parties of the second part shall execute such contract promptly, when presented to them, and that such agreement shall include the following, among other pertinent provisions:'
Subparagraphs B and C dealt with the proposed alterations above mentioned; arrangements for suitable means of ingress to and egress from the premises; and the right to use and remove certain personal property located in the basement of the premises.
Subparagraph D, which as we view it forms the crux of the parties' dispute, provides as follows:
'Parties of the first part shall arrange for and deliver to parties of the second part, as lessees, a valid and effective written lease for the printing shop premises on the second floor on said building, which shall, among other things; (1) give lessees the right of passage and delivery through the sidewalk, elevators and cellar described in the preceding paragraph, and of temporary access through and use of mezzanine office in the present store at 221 Grand Avenue until completion of the new office and stairway at the north boundary of the building; (2) extend for a term expiring at midnight on December 31, 1963 at a rental of $100.00 per month; (3) provide that the lessor or lessors shall be responsible for property taxes and assessments on the leased property and for maintenance, repair and upkeep of the walls, windows and roof of the building, and that lessees shall be responsible for their own telephone, heat, light and other utility services, and for interior repairs, remodeling, redecorating and upkeep, and all of their own operating expenses.'
Although plaintiffs allege in their complaint that the purchasers took possession of the premises and paid the monthly rental fixed by the agreement, the date is not fixed. All that appears in the record in this respect is the defendants' admission that they took possession of the premises (presumably on or about July 29, 1954, when they succeeded to the interest of the purchasers) and paid such monthly rental through September 1959, when they apparently vacated the premises. By the assignment which was accepted by the sellers, the defendants agreed in writing to 'assume the obligations of' the purchasers as contained in the preliminary sale agreement.
During the period February 2, 1954, through July 1954 the sellers made no effort to have prepared and delivered to the purchasers the lease which the agreement contemplated and it was not until May 25, 1956, some twenty-two months after defendants had entered upon the premises that the attorney for the sellers submitted to Max L. Krueger, one of the defendants, through his attorney, a proposed form of lease which had been properly executed on behalf of the selling corporation. For our purposes we need not set forth all of the terms and conditions of the lease except to say that with one minor exception relating to the corporation's responsibility for replacing 'windows,' the proffered lease substantially embraced the matters set forth in the preliminary agreement and in addition thereto fixed the time and place for payment of the monthly rental; limited the use of the premises to the business descreibed unless by written consent of the lessor: made provision with respect to insurance and the obligations of the parties in the event the premises were damaged by fire; provided for the reentry of the premises in the event of lessees' default; and provided for the imposition of expenses and attorney fees for reentry of the premises in the event that lessors elected to terminate the lease for breach of covenants by the lessees.
Sometime in June 1956 Max Krueger, after making some 'penciled notations, changes, strike-outs, and so forth' on the proposed form, returned the same to the attorney for the sellers and lessors with a penciled notation on the letter by which his attorney had transmitted to him the proposed lease which read:
'Dave
Here is the slightly mutilated lease
Max'
Following this no effort was made by the...
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