Thomas v. Clark

• Decision Date: 23 April 1986
• Docket Number: No. 71857,71857
• Citation: Thomas v. Clark, 344 S.E.2d 754, 178 Ga.App. 823 (Ga. App. 1986)
• Parties: THOMAS et al. v. CLARK.
• Court: Georgia Court of Appeals

Page 754

344 S.E.2d 754

178 Ga.App. 823

THOMAS et al. v.CLARK.

No. 71857.

Court of Appeals of Georgia.

April 23, 1986.

James E. Palmour, III, Gainesville, for appellants.

Jack M. Carey, Gainesville, for appellee.

POPE, Judge.

Thomas purchased in excess of 70 dairy cattle from Clark and on September 25, 1980, the parties executed a lease of property owned by Clark, including a dwelling house, dairy barn, equipment, buildings, truck, tractor and farm implements, on which the dairy cattle were to be kept.In the spring of 1985 Clark requested Thomas to vacate the premises as the property was to be sold.Upon Thomas' refusal, dispossessory proceedings were instituted by Clark seeking possession and rent and other damages.This appeal from the grant of Clark's motion for summary judgment involves only the issue of the validity of the lease agreement.

The lease document contained the following uncompleted provision: "1.Lessor does hereby rent and lease to the Lessee the following described property ... for a term commencing on the __ day of _____, 19__, and ending on the __ day of _____, 19__, at midnight."Clark contends that he and Thomas entered into an oral agreement for a two-year lease of the property, and that after the expiration of the lease Thomas remained in possession as a tenant at will subject to termination upon notice to vacate after 60 days pursuant to OCGA §§ 44-7-6and44-7-7.Thomas asserts that he had to borrow the purchase money from the FHA to pay Clark for the dairy cattle and executed a promissory note for that purpose; that the parties orally agreed the term of the lease would run for the same term as the promissory note (approximately six years and nine months); that when the lease was executed the maturity date of the note was not known so the spaces for commencement and termination of the lease were left blank until the exact dates of the loan were determined and could be inserted in the written document; but that these dates were never inserted in the lease.Thus, each party acknowledges that the written lease was incomplete, but differs on the length of the term to which they orally agreed, which, Thomas contends, presents a jury question as to the contemplation of the parties at the time the lease was executed.

The trial court concluded that since no assent of the parties was reached, no valid lease existed because of the lack of an essential element of the contract, and a tenancy at will resulted under OCGA § 44-7-6.We do not concur with that analysis.This was not an agreement to agree in the future, which imposes no obligations on the parties thereto, such as Sierra Assoc. v. Continental Ill. Nat. Bank, etc., Co., 169 Ga.App. 784(1), 315 S.E.2d 250(1984);andJohn Bleakley Ford v. Estes, 164 Ga.App. 547(1), 298 S.E.2d 270(1982).Here the written contract is silent as to the length of the term of the lease, but the blank spaces inserted therein clearly indicate that the parties did not intend to specify the dates at the time of execution, which presents a different situation.

" 'The general rule is that parol evidence is inadmissible to add to, take from, vary or contradict...