Oeland v. Kimbrell's Furniture Co.

• Court: South Carolina Supreme Court
• Writing for the Court: TAYLOR, A. J.:
• Citation: Oeland v. Kimbrell's Furniture Co., 42 S.E.2d 228, 210 S.C. 223 (S.C. 1947)
• Decision Date: 04 April 1947
• Docket Number: 15933.
• Parties: OELAND et al. v. KIMBRELL'S FURNITURE CO., Inc.

42 S.E.2d 228

210 S.C. 223

OELAND et al. v. KIMBRELL'S FURNITURE CO., Inc.

No. 15933.

Supreme Court of South Carolina

April 4, 1947

James B. Murphy and Robinson & Robinson, all of Columbia, for appellant.

Holcombe & Bomar, of Spartanburg, for respondents.

TAYLOR Justice.

This case comes to this Court by way of appeal from the Court of Common Pleas of Spartanburg County upon the following agreed statement of facts:

This action was commenced pursuant to the provisions of Section 668, Code of Laws of South Carolina 1942, upon the filing in the Court of Common Pleas for Spartanburg County of a 'Stipulation of Facts,' accompanied by affidavits by the parties hereto that the controversy in question was real and the proceedings brought in good faith for the purpose of determining the rights of the respective parties.

The matter came on for hearing before the Honorable T. S. Sease Resident Judge, who heard the matter upon the 'Stipulation of Facts' with attached exhibits. At the time of the hearing, counsel for plaintiffs waived their claim that the present occupancy of the premises here involved by defendant was under a month-to-month tenancy and proceeded upon the sole contention that defendant is now occupying the premises as a tenant from year to year and must surrender possession on December 31, 1946.

Judge Sease on November 11, 1946, filed his decree holding that there was no contract between the parties for a lease of the premises; that James M. Oeland had no authority to bind his co-owners to the purported contract; and that the defendant being a tenant from year to year, must surrender possession of the premises on December 31, 1946. It is from this decree that the defendants now appeal to this Court, contending (1) that the correspondence between J. M. Oeland and Kimbrell's effected a binding contract to lease the store building (Exceptions 1, 2, 3.); (2) that J. M. Oeland had authority to lease the store building (Exception 4); (3) that such contract was binding upon the undivided interest of J M. Oeland, irrespective of its binding effect upon the interest of the other plaintiffs (Exception 5); (4) that upon the concession by plaintiffs that defendant was entitled to possession until December 31, 1946, the Circuit Court could not in November, 1946, adjudicate the eventual conflicting possessory claims of the parties (Exception 6).

It is a well-founded rule of law that a contract for sale or lease of real estate may be consummated by letters without the execution of a formal instrument and the fact that it is understood that the contract is to be reduced to a formal instrument does not invalidate such agreement unless there be a positive agreement that it shall not be binding until formally executed. Neufville v. Stuart, 1 Hill Eq. 159; Holliday v. Pegram, 89 S.C. 73, 71 S.E. 367, Ann.Cas.1913A, 33; Gladden v. Keistler, 141 S.C. 524, 140 S.E. 161; Holly Hill Lumber Co. v. Federal Land Bank, 160 S.C. 431, 158 S.E. 830, 831; McLaurin v. Hamer, 165 S.C. 411, 164 S.E. 2. See also Annotations, 122 A.L.R. 1217, 165 A.L.R. 756; 12 Am.Jur. 522, Sec. 25.

'The foregoing rule presupposes that the parties have arrived at a definite understanding as to the terms of the contract, the question being merely as to the effect of the fact that it is contemplated by them that the same shall be reduced to writing or to a more formal instrument.' 122 A.L.R. 1217, page 1251.

The primary question therefore is whether or not there was a meeting of the minds on the essential terms of the proposed new lease.

There was considerable correspondence between the defendant and J. M. Oeland, one of the plaintiffs, all concerning the proposed lease of the premises in question; but a reference to the last two letters transmitted between the parties during the negotiations, which are herein reproduced in conjunction with the proposed lease submitted, is sufficient to show that the parties were at variance upon material terms of the proposed lease.

'Lockhart, S. C.

March 16, 1946

Mr. C. E. deKrafft, Secy & Treas.

Kimbrell's, Inc.

Charlotte, N. C.

Dear Sir:

I would not like to enter a contract for the rent of the building in Spartanburg on a five-year contract. I would sign one for two years with an option for a new contract with the amount of rent to be decided at that time. The two-year contract to carry a rental of $200.00 per month and similar to our last contract.

Will you draw up the lease and send to me if the terms are agreeable?

Yours truly,

J. M. Oeland.'

On March 18th the defendant wrote plaintiff as follows:

'March 18, 1946

Mr. J. M. Oeland

Lockhart, S. C.

Dear Mr. Oeland:

We have your letter with reference to the lease on the building in Spartanburg and I have written up this lease for the two-years period, which you said you would be willing to sign up for, also showing option for an additional two years at a rent to be agreed upon.

You will notice that I have written this lease showing you as the owner of the building. I am not positive whether this is correct or not as I thought at one time you were handling this for an estate. If this is the case you can make the change on the heading of the lease to cover ownership. Not knowing exactly how this should be done we have not signed the lease ourselves but after you go through it and it is in order, if you will sign both copies and return to us we in turn will sign for the corporation and return your copy.

Yours very truly,

Kimbrell's Incorporated

C. E. deKrafft,

Secretary-Treasurer

CEdK/Mc

Enc.'

The plaintiffs refused to execute the proposed lease enclosed in the defendant's letter, and since the letter to Mr. Oeland to appellant was to the effect that without the stated differences the new lease was to be similar to the previous one, made in 1941, it is necessary that we compare the two leases to see in what respect they differ, if any.

The 1941 lease carried an option to renew for one year, while the proposed lease carried an option to renew for two years. The 1941 lease provided that the lessor was to keep roof in repair and to make other structural repairs. The purported new lease was to keep roof and...