Liberty Storage Co. v. Kansas City Terminal Warehouse Co.

• Decision Date: 03 October 1960
• Docket Number: No. 23140,23140
• Citation: 340 S.W.2d 189
• Parties: LIBERTY STORAGE COMPANY, a corporation, Appellant, v. KANSAS CITY TERMINAL WAREHOUSE COMPANY, Respondent.
• Court: Missouri Court of Appeals

Page 189

340 S.W.2d 189

LIBERTY STORAGE COMPANY, a corporation, Appellant, v. KANSAS CITY TERMINAL WAREHOUSE COMPANY, Respondent.

No. 23140.

Kansas City Court of Appeals, Missouri.

Oct. 3, 1960.

Fred Bellemere, Fred Bellemere, Jr., Kansas City, for appellant.

Guy A. Magruder, Jr., Robert F. Redmond, III, Kansas City, for respondent.

CROSS, Judge.

In this action plaintiff, Liberty Storage Company, sues the defendant Kansas City Terminal Warehouse Company to recover $5,900 for alleged breach of contract. Both parties consenting, trial was by the court without a jury. At the conclusion of plaintiff's evidence, defendant moved for judgment. Sustaining the motion, the court entered judgment dismissing plaintiff's petition with prejudice. Plaintiff appeals.

Plaintiff and defendant are corporations, engaged in the business of public warehouse operation. The subject matter of their contract, now in controversy, relates to a prior transaction between plaintiff and a third party. On January 21, 1949, plaintiff leased certain real estate, a warehouse building, from The Afton Realty Company 'for a term of five (5) years beginning January 21, 1949, and ending on the 20th day of January, 1954'. The lease further provided, 'the lessee shall have the option, upon written notice to the Lessor at least ninety (90) days prior to the end of the term of this lease, to lease these premises for an additional term of five (5) years upon the same terms and conditions and at the same rental specified in this lease.'

On September 25, 1950, desiring to discontinue its public warehouse operations, plaintiff entered into a written contract with defendant, containing material provisions, quoted as follows:

'1. First Party shall assign by good and valid assignment, and deliver to Second Party on November 1, 1950, that certain lease dated January 21, 1949, by and between Afton Realty Company, as Lessor and Liberty Storage Company, as Lessee, covering property commonly known as 1217-23 Union Avenue, Kansas City, Missouri, together with the written consent of Afton Realty Company to such assignment affixed thereto and deliver possession of the premises covered thereby on said date.

'2. Second Party shall pay direct to the First Party an additional rent of One Hundred Dollars ($100.00) per month from November 1, 1950, to the termination date of the present lease.'

The lease was assigned in accordance with the contract and with the lessor's consent. Defendant entered into possession of the premises, paid rental to The Afton Realty Company, and paid plaintiff the 'additional rent of $100.00 per month', from November 1, 1950, through February, 1954.

On September 1, 1953, defendant exercised the lease option 'for an additional term of five (5) years', by giving notice as required and entering into a written agreement with The Afton Realty Company. Defendant made no further payments to plaintiff after February, 1954.

Plaintiff contends that the words 'termination date of the present lease' designate the date January 20, 1959, and express the intention of the parties that defendant pay monthly rentals until that date. Defendant insists that the quoted phrase designates January 20, 1954 as the mutually intended termination date of defendant's liability for the rentals.

Neither party suggests that the contract is ambiguous. Our conclusions will come from undisputed facts disclosed by written documents received in evidence.

Plaintiff submits one assignment--that the court committed error by entering a judgment for defendant. The assignment raises only the following question for determination: What date did the parties mean to express by the words 'to the termination date of the present lease' as written in their lease assignment contract? If they meant January 20, 1954, plaintiff has established no cause of action and the court properly entered the judgment of dismissal. If they meant January 20, 1959, plaintiff is entitled to recover and has been aggrieved by an erroneous judgment.

Plaintiff admits there is only one question for decision, but insists that 'it is not a factual question, but rather a legal question--based upon the termination date of the lease'. We can not so agree. 'The question of interpretation of language and conduct--the question of what is the meaning that should be given by a court to the words of a contract, is a question of fact, not a question of law * * *. There is no 'legal' meaning, separate and distinct from some person's meaning in fact.' Vol. 3 Corbin on Contracts, page 119.

Plaintiff cites and relies upon Missouri decisions to the effect that when a lease for a designated term contains an indefeasible option for an additional term, whether by renewal or extension, such lease is a present demise of the optional additional term as well as of the original designated term.

Hence, plaintiff argues, 'Applying this interpretation to the lease in the instant case, it would seem that the lease for a five year term with the option to lease for an additional term of five years would be a present demise for the term, as extended, or for ten years, with the right in the tenant to reject the extension if it so desired * * * It would seem, therefore, that under the decisions heretofore cited, the lease in question was a present demise for a ten year term, covering the period from January 21, 1949 to January 20, 1959'.

The argument avoids the issue of fact before us and is directed to the legal effect of the lease contract between the plaintiff and The Afton Realty Company. That instrument is not in issue. Its provisions are not binding upon defendant unless assumed by contract. The lease is material only as evidence, to be considered with all other testimony in determining the meaning of the assignment contract.

Fundamentally, the disputed question will be resolved by determining the intention of the parties as expressed in the language of the contract. 'For the purpose of determining the intention of the parties and reaching a construction that is fair and reasonable under all the facts and circumstances, the court may consider the relationship of the parties, the subject...