Standard Realty Co. v. Gates
| Decision Date | 01 March 1926 |
| Citation | 132 A. 487 |
| Parties | STANDARD REALTY CO. v. GATES et al. |
| Court | New Jersey Court of Chancery |
(Syllabus by the Court.)
Suit by the Standard Realty Company against Herbert Gates and others for specific performance. Decree for the complainant.
Ward Kremer, of Asbury Park, and Joseph E. Strieker, of Perth Amboy, for complainant.
Andrew & Tumen, of Asbury Park, for defendants.
This bill prays the specific performance of a contract for the sale of land and an office building erected thereon located in the city of Asbury Park. The complainant is the vendor and the defendant the vendee. The terms of the contract are not in dispute. The purchase price of the property was $150,000. The contract contained the following clause:
"This sale is made subject to the following leases now on the building:
S. S. Adams & Co.
The agreement is dated April 8, 1925, and provides for settlement on October 1, 1925. Fifteen thousand dollars was paid by the defendant to the complainant on account of the purchase price. At the time fixed for settlement the defendant refused to perform, alleging that the vendor had misrepresented the facts concerning the lease of the city of Asbury Park, in that that lease did not expire on April 1, 1926, but was a three-year lease expiring April 1, 1928; that this representation was a material inducement to the contract; and that the alleged longer term lease constituted a defect in the title or an incumbrance on the property subject to which he was not obliged to, and would not, take title. The defendant has also counter-claimed for loss alleged to have been sustained by him because of the complainant's inability to comply with the terms of the contract of sale which, the defendant alleges, prevented a resale of the premises by the defendant at an advance of $30,000. Defendant demands this sum as damages as well as the return of the $15,000 paid under the terms of the contract. It is undisputed that the defendant did have a contract of resale at the advanced price stated, and settlement thereunder was to have been made at the same time that settlement under the contract, the subject of this suit, was to have been made. None of the facts in this cause are in dispute except as to the existence of a lease with the city of Asbury Park; the contention of the complainant being that the city had no lease, or, if it did have a lease, that that lease expired on April 1, 1926, and the defendant contending that the city's lease was a three-year lease expiring April 1, 1928. The facts with reference to the city's tenancy, as I find them from the testimony, are as follows: The city of Asbury Park had been a tenant of a portion of this building for six years prior to April 1, 1925, under three-year leases. Before the expiration of the last lease the complainant notified the city that the rent for the ensuing year would be $2,750, and, if it desired to continue its tenancy for another three-year term, the rental would be increased $250 each year. The city clerk then communicated to an officer of the complainant company the fact that the current appropriation would not permit of an increased rental for 1925, and as the result of this the complainant agreed to a modification of the rent for 1925, and offered a one-year lease at the adjusted rental. This one-year lease was prepared by the agent of the complainant and forwarded to the city clerk on April 16, 1925. It was never executed by either party, and no rent was ever paid by the city for 1925. There is no record on the minutes of the city commission of any action on this lease. There is a record on the minutes of the city commissioners' meeting held on April 7, 1925, of a resolution authorizing the mayor and city clerk to execute a three-year lease with the complainant for $2,500 for the first year, $3,000 for the second, and $3,250 for the third, but such a lease had never been offered to the city.
After the contract was made, and along in August, 1925, a controversy arose between the city and the complainant as to the city's lease; the officials claiming that the city had a three-year lease, and the complainant alleging that the lease was for one year only. The whole basis of the city's claim that it had a three-year lease is a telephone conversation which the city clerk alleges she had with an officer of the complainant, which that officer, called as the defendant's own witness, denies. It is quite clear that the city was in possession of a portion of this building without any lease at all. The complainant had refused the three-year lease, and the city had failed to act on the one-year lease which the complainant had submitted. The minds of the parties had, therefore, never met on the subject of a new lease. The city was, therefore, a hold-over tenant, a mere tenant at sufferance, or, at the most, a tenant at will. The city has given notice, however, that it intends to remain in possession of said premises under the claim of a three-year lease until ousted by a court of competent jurisdiction.
On December 16, 1925, the complainant gave the city of Asbury Park written notice to vacate the portion of the building of which it was in possession on April 1, 1926. This notice was sent to the city commissioners by registered mail, duly received by them, and on December 17, 1925, the usual registry receipt card, signed for the commissioners, was returned to the complainant. Under these circumstances defendant claims that, if he were obliged to accept title to the premises, the subject of this contract, he would be purchasing a lawsuit, and this, he claims, he is not obliged to do.
The first question which presents itself is as to the nature of the tenancy of the city of Asbury Park. As already stated, this tenancy must be either one at sufferance or at will.
A tenant at sufferance is one who comes into possession of land by lawful title, usually by virtue of a lease for a definite period, and, after the expiration of the period of the lease, holds over without any fresh leave from the owner. 2 Blackstone (Lewis' Ed.) 150; 1 Washburn on Real Property, 383; Poole v. Engelke, 38 A. 823, 61 N. J. Law, 124.
A tenant at will is one who enters into possession by virtue of permission of the owner or pursuant to a lease for an indefinite time, holding during the joint wills of the parties, either party having the right to terminate the tenancy at any time. 2 Blackstone, 145; 1 Washburn on Real Property, 370; McEowen v. Drake, 14 N. J. Law, 523.
It would seem to be perfectly clear, therefore, that the city of Asbury Park was a tenant at sufferance, unless the landlord, the complainant here, after the expiration of the city's three-year lease, either expressly or impliedly consented to a continued occupation of the premises, in which ease a tenancy at will or from year to year would arise. Yetter v. King Confectionery Co., 49 A. 678, 66 N. J. Law, 491. Estates from year to year have been developed gradually from estates at will by judicial legislation. 1 Washburn on Real Property, 382; McEowen v. Drake, 14 N. J. Law, 523.
In my judgment, however, the character of the city's tenancy was one at sufferance. It was certainly that immediately after the termination of the city's three-year lease, and the fact that the complainant refused thereafter to accept any rent from the city indicates a refusal on the landlord's part to consent to the creation of a new tenancy.
The next question which arises is whether or not the complainant, since October 1, 1925, has done anything to change the character of the city's tenancy or in any way extend the term of that tenancy beyond April 1, 1926. This involves the question of what notice to vacate is required to be given to the city under the circumstances of this case, the sufficiency of the notice already given, or whether or not the tenancy may still be terminated on April 1, 1926, by a proper notice to the tenant.
A tenant at sufferance holds by laches of the landlord; is not in privity with the landlord; and the tenancy could, at common law, be terminated at any time without notice. At common law neither a tenant at sufferance nor at will was entitled to notice to quit. 1 Washburn on Real Property, 394; Moore v. Moore, 41 N. J. Law, 515; Moore v. Smith, 29 A. 159, 56 N. J. Law, 446; Guvernator v. Kenin, 48 A. 1023, 66 N. J. Law, 114.
The common-law rule respecting notice to tenants at sufferance and at will has been changed by statute in this state so that now both tenants at sufferance and at will are entitled to notice to quit. Landlord and Tenant Act ().
Considerable uncertainty and confusion with respect to the required notice to tenants at will and at sufferance has been caused by attempts by the Legislature to engraft on the landlord and tenant law some restrictions and requirements through the medium of the District Court Act; but the sufficiency of notice is governed by the Landlord and Tenant Act, and not by the District Court Act. Van Vlaanderen Machine Co. v. Fox, 111 A. 687, 95 N. J. Law, 40.
The provisions for notice in landlord and tenant cases as contained in the District Court Act are merely jurisdictional requirements. An examination of our statutes will disclose the fact that there has never been any requirement in the Landlord and Tenant Act that a notice to quit be given to a tenant at sufferance any particular length of time before the date on which such tenant was required to surrender possession.
In Moore v. Moore, supr...
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