Phillips Petroleum Co. v. Taggart
| Decision Date | 06 December 1955 |
| Citation | 271 Wis. 261,73 N.W.2d 482 |
| Parties | PHILLIPS PETROLEUM CO., a Delaware Corp., Respondent, v. Harry TAGGART, Appellant. |
| Court | Wisconsin Supreme Court |
Crosby & Esch, La Crosse, Spohn, Ross, Stevens, Lamb & Pick, Madison, of counsel, for appellant.
Hale, Skemp, Nietsch, Hanson & Schnurrer, La Crosse, for respondent.
There are no substantial issues of fact under the pleadings and the affidavits presented in connection with the motions for summary judgment.
The entry of summary judgment is proper where the issues presented on the motion for such judgment are legal rather than factual. Des Jardin v. Town of Greenfield, 1952, 262 Wis. 43, 50, 53 N.W.2d 784.
It is the appellant's contention that the trial court erred in granting the plaintiff's motion for summary judgment and in denying the defendant's application for such judgment. Appellant's position is based principally on grounds that there was no contract between the parties sufficient to satisfy the Statute of Frauds, and that the defendant is not estopped from asserting the nonexistence of a binding agreement.
The respondent company maintains that the pleadings and affidavits irrefutably indicate the existence of a binding written contract between the parties, and that summary judgment directing specific performance of the option to convey the land, was proper.
It is undisputed that the written lease in question was signed by Mr. Taggart in triplicate on June 26, 1951, at which time he also signed in triplicate a short form condensation of the lease. The six signed documents were sent on Taggart's behalf to the Minneapolis office of the company from where they were forwarded to the company's home office in Oklahoma, and at which latter place they were signed by company officers on July 17, 1951. Neither Taggart nor his attorney received a copy of the lease from the company after the company officers had signed it. The short form of the lease was recorded in the office of the Register of Deeds of La Crosse county on August 15, 1951. Although the company did not advise Taggart of the recording of the lease, he learned of the recording subsequently. For two and one-half years after the commencement of the term of the lease Taggart accepted rentals from the company monthly at the rate specified in the written lease, the amount of which was greater than that provided in the earlier written lease.
Harry Taggart maintains that the transmittal to the company of the forms of lease signed by him constituted only an offer to lease on the terms and conditions therein stated; that the offer could not ripen into contract until accepted by the company and until notice of such acceptance was communicated to him; that to satisfy the Statute of Frauds, acceptance was required to be in writing; that no notice of acceptance in writing was given to him.
With respect to his contention that he is not estopped from asserting the nonexistence of a binding agreement, Taggart maintains that only a valid oral lease for periodic tenancy existed; that the possession of the premises by the company and the acceptance of rent by him is consistent with the terms of the oral lease, and may not be regarded as sufficient part performance of a written lease so as to justify a decree of specific performance; and that being entitled to the rents under the oral contract, there can be neither estoppel in pais or quasi estoppel.
That the parties had not intended an oral lease is clear from their acts in causing their agreements arrived at in Minneapolis shortly before July 1, 1951, to be then and there reduced to writing; and when Mr. Taggart took with him to La Crosse for the scrutiny of his attorney, the forms (copies of the written lease) which had been prepared, and which he subsequently signed and caused to be forwarded to the company. Paragraph 18 of the written lease specifically provides:
'This instrument incorporates all of the obligations of the parties hereunder, and there are no oral agreements or understandings between the parties concerning the property covered by this lease agreement.'
The crucial question presented is whether the written lease is void for failure of the lessee to have communicated to the lessor its acceptance of the written lease.
Taggart's signing of the lease and the delivery of the signed copies to the company constituted an offer to lease the premises upon the terms and conditions stated. Acceptance was essential before the offered lease could become binding. Taggart does not deny that the lease was signed by the company. Such signing constituted an acceptance. Taggart maintains, however, that since the acceptance was not communicated to him, the written lease never became operative. He argues that the portions of the lease within the purview of the Statutes of Frauds are void because of the failure of the company to have advised him of the acceptance. His position is that since he received no knowledge from the company of its acceptance until July 22, 1954, he can not be charged with knowledge of it. He urges that since the written lease never became effective, the company held possession under an arrangement not set down in written form, in other words under an oral lease, and that although the option to purchase was within the Statute of Frauds and not enforceable, nevertheless it did not affect the valid covenants of occupancy and rent paying. In support of his position Taggart relies principally on Helmholz v. Greene, 1921, 173 Wis. 306, 181 N.W. 221 and Wisconsin M. P. Co. v. Rusk Mfg. Co., 1922, 177 Wis. 155, 189 N.W. 138, in both of which cases it was ruled that one may not sign a memorandum of acceptance, hold it in his possession and at his option treat it as the closing of a contract, or not do so. However, it is also the rule that where the offer of a landlord is neither accepted nor declined in terms, but the tenant proceeds to occupy and use the premises, such action on the part of the tenant will be construed as an acceptance of the terms of the lease previously offered. 51 C.J.S., Landlord and Tenant, § 208b, p. 812.
In Pick Foundry, Inc., v. General Door Mfg. Co., 1952, 262 Wis. 311, 55 N.W.2d 407, 410, the lessor forwarded copies of the written lease to the lessee who made material alteration therein and returned them to the lessor. The court determined that such action constituted a rejection by the lessee of the lessor's offer and that such action resulted in a counter offer, and that the conduct of the lessor in retaining and immediately cashing a check for $700 which was enclosed...
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