Smith v. Shelton

• Decision Date: 15 May 1922
• Docket Number: 22584
• Citation: 128 Miss. 896,91 So. 691
• Court: Mississippi Supreme Court
• Parties: SMITH v. SHELTON

91 So. 691

128 Miss. 896

SMITH v. SHELTON

No. 22584

Supreme Court of Mississippi

May 15, 1922

1. LANDLORD AND TENANT. Lease held not to entitle leasee to exercise option to renew after notice to vacate.

Where a landlord leased a place for a fixed period, with a clause providing, "Both the party of the first part and the party of the second part shall notify the other party within sixty days of the termination of the lease if for any reason it cannot be renewed for one or more years," does not give the lessee a right to hold over against notice to vacate, made sixty days before the date of the expiration of the lease; nor does the fact that the lessor wrote a letter stating that the lessee had an option to renew, give such right, unless exercised before a notice to vacate was given by the lessor.

2. LANDLORD AND TENANT. Lessee, who holds over after expiration of lease notwithstanding notice to vacate, liable for double rent.

Where a person leases a house for a fixed term, and where the tenant is given notice to vacate at the end of his term, but held over, the tenant becomes liable for double rent; and where another lessee is kept out of possession by such wrongful holding over, such latter lessee may recover double rent for the period he is kept out of possession.

HON. S F. DAVIS, Judge.

APPEAL from circuit court of Humphreys county, HON. S. F. DAVIS Judge.

Action by W. S. Smith against W. L. Shelton. Judgment for defendant and plaintiff appeals. Reversed and rendered.

Judgment reversed.

H. F. Jones, for appellant.

Appellee, in his brief, propounds a question as to the meaning of the language: "Both the party of the first part and the party of the second part shall notify the other party within sixty of the termination of lease if by any reason that it cannot be renewed for one or more years."

Substituting the grammatical word "either" for the word "both," which is an ungrammatical use of the word, and inserting the word "days" after "sixty," we have 'either the party of the first part" and "or the party of the second part shall notify the other party, etc." We have the obvious intent of the parties to the contract, and there is no ambiguity. By no strength of the language can it be interpreted or construed to give any right to the lessee, Shelton, in the property after the expiration of his term.

Appellee further asks the reason for such a clause, but this is aside from the question of construction, however in answer to this query I will say that Edwards doubtless desired to know sixty days before the expiration of the lease whether Shelton would desire to have another lease, so that he might supply another lessee at the expiration of the term. Shelton, on the other hand, doubtless desired to know sixty days before the expiration of the lease if he would have to vacate the property so that he might obtain another garage at the expiration of the lease.

Not a syllable in the contract obligates Edwards to release to Shelton, nor Shelton to release from Edwards. The consequences of a violation of the notice obligation on the part of either may have furnished the basis for a suit for damages, but furnished no obligation on the part of either to continue the lease, or to renew the contract relative to the property. Nothing is plainer; construction cannot make it plainer; and the construction, if it was construction, made by Edwards in the absence of the contract in his letter to Shelton under date of December 20, 1920, adds nothing to the contract. Edwards was mistaken when he stated that Shelton had sixty days within which to notify him (Edwards) whether he desired to renew the lease at the same price.

Edwards gave the notice required to Shelton, however, so far as the lease between the parties or its legal status goes, the notice was unnecessary to require of Shelton payment of double rent under the statute and the proof in the case. The lease expired on a day fixed by the contract, and no notice was required by the statute to fix double rent upon Shelton for three months he held over after its expiration.

Appellee could claim no advantage on account of the letter above mentioned for the several reasons that he had a copy of the contract, and cannot deny knowledge of its terms; and if the letter proposed other terms than those expresses in the contract, they were without consideration; besides as soon as Edwards learned the true terms of the contract, he notified Shelton to vacate; and after showing him every reasonable consideration and forbearance, he corrected his letter, gave the notice contracted for, within the time, and revoked his written statement before Shelton ever accepted it.

There was no tender of any rent whatever by Shelton to Edwards, he sent some checks which Edwards sent back because he was demanding the double rent provided by law, and to which he, under the law, was entitled. If appellant be a Shylock as briefed by appellee, he may take his pound of flesh without the shedding of Christian blood in so doing, because if fault there is in the demand, it is the fault of the lawmaker, and I find no fault therein, since it is the law of the state, and there is no reason for his taking a pound where he is entitled to two. He was as diligent as the law required him to be or the contract by which they were mutually bound, there being fully sixty days and more between the date of the notice to Shelton, and the date of the expiration of the term.

The judgment of the court in view of the case of Stollenwerck v. Eure, 81 So. 594, clearly was in error when this cause was dismissed, as proof of the fact that appellee was holding over after the expiration of the term was clearly shown; that he held over for three months, thereby incurring the rental of three hundred dollars and it being shown that appellee's term was set forth in the contract and was well known to him, no notice was required to incur double rent for holding over, and this is true without any regard to the notice provided for under the lease, since such notice had no reference to the term, and obligated neither party to an extension of the term.

Shelton made no tender that amounted to a legal tender of any sum whatever, and is therefore bound for the full amount of single rent, double rent, and all costs herein.

C. M. Murphy, for appellee.

Appellant insists first, in speaking of the Edwards-Shelton lease (page 3, his brief) that: 'The term of lease was specific, clear and not subject to construction, as the terms are very clear and unequivocal. It is for a period of two years dating from April 1, 1919, and therefore expired on April 1, 1921.

And second, he seems to rely upon the proposition that if the interpretation placed upon the contract by Edwards in his letter of December 20, 1920, is binding upon him and he is not entitled to his double rent, then the court erred in not granting him single rent for the three months during which the building was occupied by appellee.

I.

The Contract Was Ambiguous.--To demonstrate the ambiguity of the contract which counsel states was so clear and unequivocal in its terms as to not be susceptible of construction, we desire to quote this sentence: "Both the party of the first part and the party of the second part shall notify the other party within sixty of the termination of lease if by any reason that it cannot be renewed for one or more years."

What does this mean? Upon its construction depends the outcome of this lawsuit. If, as counsel says, it is so clear to him, it is not so with us, and for our enlightenment and that of the court, we will propound to him the following questions as to its meaning: 1. If neither Edwards nor Shelton had given any notice to the other, sixty days or more before its expiration, would the contract have been automatically extended as suggested on page 3, near the bottom of appellant's brief, and contradicted in his conclusion on page 7? 2. If his answer is that it would have been extended automatically, then for how long and what length of time? Three months? Six months? One year? Or five years? 3. And upon what terms and how payable? 4. If the contract would not have been automatically extended or renewed, in the absence of any notice of any kind from both parties, to the other, but would have terminated or expired on the day named herein, to-wit, April 1, 1921, then for what earthly reason, in the name of goodness, was this sentence inserted into this contract--which, let it be remembered, was wholly written and prepared by Edwards? 5. Does counsel seriously contend that it was mere surplusage, placed there for ornamental purposes or the sake of courtesy, and otherwise meaningless? 6. Let us assume that Shelton had notified Edwards that the contract could not be renewed for two years but could for one, and Edwards had notified Shelton that it could not be renewed for one year, but could for two, what then? And vice versa, is the contract plain and unequivocal? We say, No. On its face and without more, it positively is not.

But when we interpret this objectionable sentence, (because of its ambiguity) in the light of the construction placed upon it by its author in his letter of December 20, 1920, in which he states: "Your lease expires on April 1, 1921, and you have sixty days before the expiration of lease to notify me whether or not you desire to renew it at the same price, and I cannot do anything until you send such notice, how the mist clears away. Nowhere else in his testimony does Edwards attempt to explain what this sentence meant, so is not the court justified in relying, as did Shelton, upon the interpretation of Edwards.

"When contracts are of a doubtful meaning, the...