Sharpsburg Farms, Inc. v. Williams, 50404
Decision Date | 04 October 1978 |
Docket Number | No. 50404,50404 |
Citation | 363 So.2d 1350 |
Court | Mississippi Supreme Court |
Parties | SHARPSBURG FARMS, INC. v. Melvin WILLIAMS et al. |
Case, Montgomery & Smith-Vaniz, S. F. Stater, III, C. R. Montgomery, William Larry Smith-Vaniz, Canton, for appellant.
James H. Herring, Canton, for appellees.
Before ROBERTSON, P. J., and LEE and BOWLING, JJ.
On April 8, 1977, the Circuit Court of Madison County entered a judgment in favor of plaintiffs, Melvin Williams and Van Stewart, doing business as S & W Farms, a partnership, against defendant, Sharpsburg Farms, Inc., a Mississippi corporation, for $35,200 ($32,000 actual damages and $3,200 attorneys' fees). On April 14, 1977, the trial court entered a remittitur of $3,000, which remittitur was accepted by the plaintiffs, thus reducing the judgment to $32,200. Defendant appeals.
In their Declaration, plaintiffs claimed that on February 23, 1976, they had advanced $400 on the annual rental of $10,000 due November 1, 1976, under the terms of a written lease contract, and that this advance extended for one more year the lease of 532 acres of land, that the defendant "breached the covenants" of the written lease when it sold 428 acres of the leased land in late October, 1976. Defendant answered that the $400 was a personal loan to James and Marjorie Duncan, that the sale was made under the express authority of the written lease, and that due and timely oral and written notice of the sale was given plaintiffs.
It provided in pertinent part:
"1. That the Lessor, subject to the considerations and conditions contained herein, does hereby let and lease unto the Lessee and the Lessee, subject to the considerations and conditions contained herein, does hereby agree to lease . . .
2. That the terms of this lease shall be from November 1, 1973, until December 31, 1978, for the annual rental of $10,000 with the payments being due and payable as follows, to-wit:
November 1, 1973 - $10,000.00
November 1, 1974 - $10,000.00
November 1, 1975 - $10,000.00
November 1, 1976 - $10,000.00
3. That the Lessor and Lessee agree that the above described property shall be used for the raising of cotton, soybeans, milo or other crops commonly grown in Madison County . . .
6. That the Lessor reserves the right to sell the above described property at the end of each of the annual payment periods above described and that said sale shall serve to terminate the terms and conditions of this lease. (Emphasis added).
7. That should either of the parties be required to retain an attorney and resort to any court for the enforcement of this lease or seek damages thereunder the party in default shall pay the party damaged a reasonable attorney's fee."
A written amendment entered into some time in 1976 by the lessor and lessee provided that the leased lands could also be used for the raising of cattle.
The court sustained a motion to dismiss James H. Duncan as a party defendant because the allegations of the declaration were against the corporation alone.
On February 23, 1976, Duncan asked Melvin Williams to lend him $400. Duncan and his wife, Majorie, being friends of long standing with Williams and his wife, Charlotte, the loan was closed informally on a fishing trip. At Williams' instance, his wife filled out the blank check form, as follows:
Only "S & W Farm Melvin Williams" was written by Williams. According to Mrs. Williams, the additional words "Portion of Rent for 1977" were added in the lower lefthand corner of the check because of this colloquy:
Q. Melvin asked Mr. Duncan
A. if he wanted the loan to apply on the rent for next year and Jimmy said yes, said that would be great and it helped us it would make it, you know, better for him cause he wouldn't have to pay it back and that suited him fine and so that's when I made the check out.
Q. Okay, now Mrs. Williams are you sure that you didn't add that language, portion of rent for 1977 after the check was cashed.
A. No, I didn't.
Q. Did you write that on there before the check was given to Mr. Duncan?
A. Yes I did, before I gave it to him."
Williams testified that it happened in this way:
"A. She asked me what did I want to put on the check and I asked Mr. Duncan about just be part of the rent and then he wouldn't have to pay it back and he said that was fine with him. Just put portion of the rent.
Q. Just put portion of the rent?
A. Part of the rent for '77 and that way he wouldn't have to pay it back."
Duncan testified that rent wasn't mentioned when the loan was closed and that he didn't see the notation "Portion of rent for 1977" on the check when it was handed him. The check was to pay personal debts.
Mrs. Marjorie Duncan testified:
The proceeds of the loan were to pay personal debts, according to Mrs. Duncan.
This $400 check was not mentioned again by the Duncans or Williams until Sharpsburg Farms, Inc., on October 4, 1976, entered into a written contract to sell approximately 428 acres of the 532 acres leased, to W. B. Patterson. A day or so later, Duncan told Williams that the lands were being sold. When Mrs. Williams phoned Mrs. Duncan, Mrs. Duncan verified the proposed sale.
On October 12, 1976, C. R. Montgomery, attorney for Sharpsburg Farms, Inc., wrote James H. Herring, attorney for S & W Farms, Van Stewart and Melvin Williams
On October 28, 1976, a check filled out, as follows, was tendered Sharpsburg Farms, Inc.:
On October 29, 1976, Montgomery wrote Herring:
On October 29, 1976, a warranty deed was executed by Sharpsburg Farms, Inc. to W. B. Patterson conveying approximately 428.3 acres of the 532 acres leased.
On December 30, 1976, Melvin Williams and Van Stewart, doing business as S & W Farms, a partnership, filed their declaration against Sharpsburg Farms, Inc., a Mississippi corporation, and James H. Duncan, stating among other things:
Plaintiffs closed Count I of their Declaration with this statement as to damages suffered:
Although there are seven assignments of error, in view of our decision on assignment of error number 5, it will be unnecessary to discuss the other assignments of error. Number 5 is:
In Stuart v. McCoy, 163 Miss. 551, 141 So. 899 (1932), this Court said:
(I)n the construction of a written lease, the intention of the parties must be ascertained from the language of the instrument itself, where that is not ambiguous. Where the language of a deed or lease is unambiguous, "the object is to ascertain the intention of the grantor as expressed by the language used, and not the unexpressed purpose which may at the time have existed in his mind, the question being...
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