Thornton v. Ellis, 74436

• Decision Date: 18 November 1987
• Docket Number: No. 74436,74436
• Citation: 184 Ga.App. 884,363 S.E.2d 584
• Parties: THORNTON et al. v. ELLIS et al.
• Court: Georgia Court of Appeals

Page 584

363 S.E.2d 584

184 Ga.App. 884

THORNTON et al. v. ELLIS et al.

No. 74436.

Court of Appeals of Georgia.

Nov. 18, 1987.

Harris C. Bostic, Atlanta, for Thornton.

Harold Karp, Atlanta, for Ellis.

CARLEY, Judge.

Appellant-plaintiff lessors filed this dispossessory action, alleging that appellee-defendant lessees were holding over pursuant to a five-year lease agreement which had expired according to its own terms. The case came on for jury trial. The evidence showed the existence of an addendum to the lease, denominated as an "attachment to lease agreement terms," to which the parties had agreed at some uncertain time and in which one of the provisions stated, in pertinent part: "Under paragraph 2 of the Lease Agreement the tenancy shall be for a period of five (5) years at the rate of $1500 (fifteen hundred dollars) per month with an option to renew at the expiration thereof." The trial court granted appellees' motion for a directed verdict, holding that, pursuant to the above-quoted provision, appellees had been given an option to renew on the same terms as those provided in the original lease and that appellees had exercised this option in a timely fashion. Appellants appeal from the grant of appellees' motion for a directed verdict and from the judgment subsequently entered in favor of appellees.

1. Appellants enumerate as error the grant of appellees' motion for directed verdict, urging that it was for the jury to determine whether or not the parties had intended that the exercise of the "option to renew" the lease would require the mutual agreement of all parties. The agreement in Pause v. City of Atlanta, 98 Ga. 92, 95, 26 S.E. 489 (1895) specifically provided that the option to extend the lease was to be "by mutual agreement of the lessor and lessee...." It was held that such an "option was not to be exercised at [the tenant's] will alone, but was dependent likewise upon the concurrence of the landlord." Pause v. City of Atlanta, supra at 105(6), 26 S.E. 489. However, the provision in the present case merely provides for "an option to renew at the expiration" of the five-year tenancy and does not explicitly state to whom the "option to renew" is given. Accordingly, the initial issue for resolution is whether the construction of such a general "option to renew" provision is a jury question.

"We commence our resolution of the issue by accepting as our basic premise that where no dispute of fact is involved, the construction of a plain and definite contract, if needed, is a matter of law for the court; a contract is not ambiguous even though difficult to construe, unless and until an application of the pertinent rules of interpretation leaves it uncertain as to which of two or more possible meanings represents the true intention of the parties. [Cit.]" Pisano v. Security Mgt. Co., 148 Ga.App. 567, 568, 251 S.E.2d 798 (1978). " 'As a general rule, in construing provisions relating to renewals, where there is any uncertainty, the tenant is favored, and not the landlord, because the latter, having the power of stipulating in his own favor, has neglected to do so, and also upon the principle that every man's grant is to be taken most strongly against himself.' [Cits.]" Felder v. Oldham, 199 Ga. 820, 826(2), 35 S.E.2d 497 (1945). See also Chalkley v. Ward, 119 Ga.App. 227, 230(1), 166 S.E.2d 748 F(1969). Thus, insofar as the relevant provision in this case is silent with regard to who may exercise the option, it is to be construed most strongly against appellants, as the landlords, and most favorably for appellees, as the tenants. Accordingly, since the "option to renew" does not explicitly provide for mutual consent, it must be construed as exercisable at the unilateral option of appellees. This construction is consistent with Pitman v. Griffeth, 131 Ga.App. 489, 206 S.E. 2d 115 (1974), wherein this court held that a provision which merely provided "For a Term of 5 years, Privilege to Renew This Leas [sic] (5 years)" was to be construed as giving to the tenant the unilateral right to renew the lease. "As study of the lease itself and [the cited] authorities resolves any possible ambiguity in the lease, it is not necessary to look to extrinsic circumstances ... to determine the intent of the parties to the lease. [Cit.]" Pitman v. Griffeth, supra at 495-496, 206 S.E.2d 115. Accordingly, the trial court did not err in holding that the "option to renew" in the present case was to be exercised only by appellees.

The absence of any...