Rosello v. Hayden

• Decision Date: 20 April 1955
• Citation: Rosello v. Hayden, 79 So.2d 682 (Fla. 1955)
• Parties: Pablo ROSELLO, Appellant, v. Weldon C. HAYDEN, Appellee.
• Court: Florida Supreme Court

Page 682

79 So.2d 682

Pablo ROSELLO, Appellant, v. Weldon C. HAYDEN, Appellee.

Supreme Court of Florida, Special Division A.

April 20, 1955.

Rehearing Denied May 13, 1955.

Frank Ragano, Tampa, for appellant.

Raymond Sheldon, Tampa, for appellee.

SEBRING, Justice.

Rosello, the owner of a certain business property in Tampa, Florida, leased the property to one Hutchinson for a one-year term beginning March 17, 1948, with the privilege of renewal for an additional five-year term. Before the one-year term expired, Hutchinson exercised the option and the leasehold term was extended for the five-year period. Subsequently, by mesne assignments, the appellee Hayden became the lessee under the lease by assignment from the estate of one Oliverio.

On March 8, 1954, nine days before the expiration of the extended term of the lease, Hayden gave notice to the lessor of his intention to exercise the option to purchase the property, contained in the original lease, which provided as follows:

'It is hereby covenanted and agreed by and between the parties hereto that the said Lessor hereby grants unto the said Lessee an option to purchase the above described property at any time during the life of this Lease for the sum of $18,000.00, payable $5,000.00 cash at the time of closing following the exercise of the option to purchase by the Lessee, and the balance of $13,000.00 at the rate of $200.00 per month, which said monthly payments shall include interest at the rate of 5% per annum, payable monthly, on the sum remaining from time to time unpaid.'

At the time the notice was given Hayden tendered to the lessor, as the first payment under the option agreement, two cashier's checks in the aggregate sum of $5,000. The lessor refused to accept the checks, stating that 'he didn't want to sell the property, that he would have to see his lawyer.' On the following day Hayden, through his attorney, mailed the two cashier's checks to the lessor's attorney together with a written notice that Hayden desired to exercise the option and was 'prepared to complete the closing of this transaction with you on short notice.' On March 15, 1954, the day before the lease expired, the attorney for the lessor advised Hayden that his client did not intend to sell the property to Hayden for the reason that the option to purchase was personal and therefore limited to the original lessee and for the further reason that the cashier's checks did not constitute legal tender. Upon receipt of this letter Hayden immediately tendered to the lessor the sum of $5,000 in cash, which the lessor refused to accept, on the previously stated ground that he did not desire to sell the property.

Five days after the expiration of the lease, the appellee Hayden instituted the instant suit against the lessor averring in his complaint the facts above stated. With the complaint he deposited $5,000 in the registry of the court, repeating in his complaint his offer to purchase the property in accordance with the terms of the option. Upon motion of the defendant the trial court dismissed the complaint on the ground that the complaint failed to state a claim upon which relief could be granted and gave fifteen days to the plaintiff within which to file an amended complaint. Within the time required. Hayden filed an amendment to the original complaint in which he averred that he 'is now and has at all times been prepared to abide by the terms and provisions of the option to purchase contained in the lease held by plaintiff by assignment; the plaintiff is prepared to pay the entire purchase price of said property in cash, the sum of $18,000.00 as provided by said contract. The plaintiff has deposited an additional $13,000.00 in the registry of this court, which represents the entire price of said property. Plaintiff was done this to show that he is in good faith; to show that he is entitled to a decree of specific performance against the defendant at the time of the filing of this amendment to the complaint hereof.'

To the amended complaint the lessor set up by way of motion to dismiss, and by answer, the defenses, in substance, (1) that the option to purchase the property on terms involved a relation of personal confidence and reliance by the lessor on the solvency and pecuniary credit of the original lessee and consequently was not assignable by the original lessee; and (2) that conceding the option to be assignable, it could not be enforced by Hayden even though he had deposited in the registry of the court the whole purchase price, after the tender of the first payment in accordance with the terms of the option agreement had been refused by the lessor, for the reason that such deposit had not been made until after the lease had expired by its own terms.

The motion to dismiss the amended complaint was denied and the trial court heard evidence on the issues made by the amended complaint and answer. At final hearing the court rejected the defenses interposed by the lessor and entered a decree requiring the lessor to accept the whole purchase price that had been deposited in the registry of the court, and to execute a deed to the property to Hayden. With the decree the trial court filed an opinion setting out the reasons for the entry of the final decree in favor of the plaintiff, which were based on the following conclusions:

1) The evidence failed to establish the existence of a relationship of confidence and trust between the lessor and the original lessee at the time the lease was made or that in making the lease and granting to the lessee the option to purchase on terms the lessor relied upon the solvency or financial standing of the original lessee;

2) Though the entire purchase price of the property was not tendered by Hayden to the lessor until after the expiration of the lease, the lessor was estopped, because of his conduct in his dealings with Hayden prior to the time Hayden gave notice of his intention to exercise the option and during the period of negotiations between the parties, to deny that the option to purchase did not pass by assignment to Hayden, or that the tender of the purchase price for the property was made too late.

As to the first conclusion upon which the trial court predicated its decree, there was evidence in the record that the original lessee, Hutchinson, had met the lessor, Rosello, for the first time only a few days prior to the execution of the lease; that prior to the meeting he and Rosello were absolute strangers; that he, the lessee, met the lessor as the result of seeing a 'For Rent' sign in front of the premises that were subsequently leased to him; that prior to the execution of the lease Rosello did not investigate the credit rating of Hutchinson, inquire about his business activities or financial status, or ask that he produce a bank statement or other evidence showing his ability to meet the obligations imposed by the lease or to comply with the terms and conditions of the option in the event he decided to purchase the property.

It was from this evidence that the trial court concluded that no relationship of trust and confidence existed between the lessor and the original lessee at the time the...