Sands v. Arruda
| Decision Date | 08 June 1971 |
| Citation | 359 Mass. 591,270 N.E.2d 826 |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
| Parties | John SANDS v. Jesse ARRUDA et al. |
Edward F. Harrington, New Bedford, for plaintiff.
Leonard Alfonso, New Bedford, for defendants.
Before TAURO, C.J., and SPALDING, CUTTER, QUIRICO and BRAUCHER, JJ.
This is a suit in equity seeking the specific performance of a written agreement to execute and deliver a lease of real estate. The case is before us on a report by a justice of the Superior Court for the consideration and determination of this court of his decree sustaining the defendants' demurrer to the bill. We summarize the allegations of the bill to the extent necessary for this decision.
On July 17, 1967, the plaintiff and the defendants signed an agreement under seal. The pertinent parts of the agreement are quoted below. 1 In reliance upon the written agreement the plaintiff spent a substantial amount of money in decorating and paneling the walls of the premises to be leased and in furnishing the beauty shop. All work on the premises was completed in November, 1967, and the plaintiff moved in on November 15 and started to operate a beauty shop there. No lease had been executed by that date.
The plaintiff on many occasions orally requested the defendants to provide him with a lease in accordance with the terms of their written agreement of July 17, 1967, and the defendants failed to answer those requests. On May 14, 1969, the plaintiff sent a similar request in writing to the defendants by registered mail. On May 24, 1969, the plaintiff caused a substantially similar written request to be sent by his attorney to the defendants. This letter further stated that the plaintiff would proceed with court action if necessary to obtain the lease to which he was entitled under the agreement.
In the early part of June, 1969, the defendants submitted to the plaintiff a proposed lease which did not comply with the written agreement of July 17, 1967, in the following respects: (a) it included clauses and matters not included in the written agreement to give a lease; and (b) it omitted the renewal option and the requirements that the defendants 'remove snow from the sidewalk fronting said shop' and that they 'provide suitable heat by baseboard not water heat.' On June 13, 1969, the plaintiff's attorney wrote to the defendants stating that the proposed lease did not comply with the written agreement in the above respects and in a provision relating to water rates. He requested that they prepare a new lease in accordance with the agreement and informed them that if they did not to this he would bring a suit in equity for specific performance of the agreement.
On June 25, 1969, the defendants' attorney sent the plaintiff's attorney a letter enclosing a proposed amendment to the lease by adding a provision for an option by the lessee to renew for an additional term of five years and a provision for the removal of snow. The same letter stated that if the proposed lease and amendment were not accepted and signed in the form presented, he would, at the direction of his clients, 'take all necessary legal steps to evict' the plaintiff.
Since signing the agreement of July 17, 1967, the plaintiff has been ready, willing and able to carry out all of its terms and is willing and able to pay the required rent. He has carried out all of the terms of the agreement except that he has not signed a written lease for the reason that the defendants have not prepared one in the form required by the agreement. The defendants have refused and still refuse to prepare such a lease.
The plaintiff entered his bill in this case on July 7, 1969. The defendants demurred to the bill alleging the following reasons: After hearing, the trial judge sustained the demurrer and reported his action to this court. We shall consider separately the several arguments advanced by the defendants in support of their demurrer.
1. The defendants argue that because the document signed by the parties on July 17, 1967, contemplated that they would execute a new instrument in the future, we should infer that they should not be bound until that future document is signed. The parties agreed in writing on July 17, 1967, to execute a lease in the future, and there is nothing in what they signed which permits an inference that it would have no effect until they signed the ultimate lease. Such an inference would render their preparation and execution of a formal agreement on July 17, 1967, meaningless. From the moment the parties signed that document they were contractually bound to execute a lease in accordance with its terms, with the plaintiff as the lessee and the defendants as the lessors. No contract otherwise binding is to be treated as a nullity solely because it is a contract to execute still another document or instrument in the future. Every agreement for the purchase and sale of real estate contemplates the future execution of a deed and perhaps mortgages and other instruments, but such agreements are not by reason thereof alone unenforceable.
2. The defendants argue that the agreement signed by the parties on July 17, 1967, is not enforceable because it is not a complete contract as to the item of the rent payable during the second five year period if the lease is renewed and as to the item of the amount payable by the lessee for water used on the leased premises. In our view the agreement is enforceable despite the questions raised by the defendants.
The renewal, if any, is at the option of the plaintiff lessee only. If he exercises the option, he has agreed by the document which he signed on July 17, 1967, that he will pay rent at the rate of $125 a month for the renewal period unless the defendant lessors agree to accept a lesser amount. The defendants knew when they signed the agreement, which included the renewal option, that the maximum rent they could receive during the renewal period was $125 a month, unless they agreed to accept less. They are not required to renew at a lower rent.
The agreement signed by the parties provided that the defendant lessors 'agree to * * * provide water to the extent of reasonable and usual consumption,' and that the plaintiff lessee 'agrees to pay for the use of water over and above the reasonable limit to be agreed upon by the parties.' In our view the parties recognized by this language that the use of the leased premises for a beauty shop would result in the use of more water than if they wre used for a purpose requiring water only for the usual basic washing and sanitary needs of the occupants of the premises. The...
To continue reading
Request your trial
-
Cataldo v. Zuckerman
...to control their relationship, even if some aspects of the transaction were left for later agreement. See Sands v. Arruda, 359 Mass. 591, 594-597, 270 N.E.2d 826 (1971); Roddy & McNulty Ins. Agency, Inc. v. A.A. Proctor & Co., 16 Mass.App. 525, 530-533, 452 N.E.2d 308 (1983); Frank Horton &......
-
Lafayette Place Associates v. Boston Redevelopment Authority
...579, 35 N.E. 90 (1893) (a future writing was merely "additional wheel in the machinery" of a contract). See also Sands v. Arruda, 359 Mass. 591, 594, 270 N.E.2d 826 (1971); Coan v. Holbrook, 327 Mass. 221, 224, 97 N.E.2d 649 (1951). We therefore conclude that the Tripartite Agreement, as am......
-
Royal-Globe Ins. Co. v. Craven, ROYAL-GLOBE
...445 N.E.2d 1053 (1983), citing Great Atl. & Pac. Tea Co. v. Yanofsky, 380 Mass. 326, 334, 403 N.E.2d 370 (1980); Sands v. Arruda, 359 Mass. 591, 595, 270 N.E.2d 826 (1971); Tri-City Concrete Co., v. A.L.A. Constr. Co., 343 Mass. 425, 427, 179 N.E.2d 319 (1962). The judge correctly determine......
-
Hunt v. Rice
...manifestations of acceptance are decisive.9 See Coan v. Holbrook, 327 Mass. 221, 224, 97 N.E.2d 649 (1951); Sands v. Arruda, 359 Mass. 591, 596, 270 N.E.2d 826 (1971); Bridge Enterprises, Inc. v. Futurity Thread Co., 2 Mass.App.Ct. 243, 248, 310 N.E.2d 622 (1974); David J. Tierney, Jr., Inc......