Womack v. Hyche

• Decision Date: 13 February 1987
• Parties: Billye WOMACK v. Lillian HYCHE. 85-1217.
• Court: Alabama Supreme Court

Page 832

503 So.2d 832

Billye WOMACK v. Lillian HYCHE.

85-1217.

Supreme Court of Alabama.

Feb. 13, 1987.

Oliver P. Head of Wallace, Ellis, Head & Fowler, Columbiana, for appellant.

Tom R. Roper of Richard W. Bell & Associates, Pelham, for appellee.

JONES, Justice.

This is an appeal from a judgment for the defendant in a dispute between lessor (the plaintiff) and lessee (the defendant). We reverse and remand.

The plaintiff, Billye Womack, is the owner of real property in Shelby County fronting on Waxahatchee Creek. On that property are a store/cafe, five piers, a gas pumping facility, a concrete boat launch, and a parking lot. This property, its improvements, and 11 aluminum fishing boats (all the property of Womack) are used as a commercial fishing camp known as Camp Waxahatchee.

In January of 1979, Womack and the defendant, Lillian Hyche, executed a written lease memorandum as follows:

"I BILLYE WOMACK, LEASE TO LILLIAN HYCHE THE PROPERTY KNOWN AS 'CAMP WAXAHATCHEE', FOR THE SUM OF ($300.00) THREE HUNDRED DOLLARS PER YEAR, WITH THE OPTION TO RENEW THE LEASE AS LONG AS THE CAMP IS RUN AS A BUSINESS FOR A PROFIT. I WILL ALSO DEFEND ANY PREVIOUS CLAIMS AGAINST THIS PROPERTY."

This written agreement, "with further oral understandings," allowed Hyche to lease Camp Waxahatchee from Womack in return for the $300.00 per year rental fee plus one-half of the funds received from boat rentals and launch fees and for the further concession of free use of the boat launch and piers for Womack and her "tenants." ¹

By 1984 friction between Womack and Hyche had become a serious dispute as to the essentials of the lease and as to each party's performance under the lease. Womack instituted a declaratory judgment action in the Shelby County Circuit Court.

In her complaint, Womack alleged that the written lease agreement was void (1) for vagueness and uncertainty; (2) for unfairness to Womack because Hyche had violated the terms of the parties' oral "understandings" and the camp was no longer run as a business for profit; (3) for lack of mutuality; (4) for violation of the rule against perpetuities; (5) for improper execution; and (6) for uncertainty of the lease term. Womack further alleged that Hyche contended that the lease was neither void nor subject to modification and that Hyche had not violated the terms of the lease; therefore, Womack alleged, Hyche maintained that Womack could not cancel the lease.

Womack requested that the trial court hold either that the lease had been breached by Hyche or that the lease was void and that Hyche was occupying the camp as a tenant at will and "subject to immediate removal ... by process of law."

Hyche filed an "Offer of Judgment" for payment of $600 per year plus one-half of all boat rental and boat launching fees. In her answer to the complaint, Hyche asserted that because Womack paid "monies certain in the past to allow [Womack's] tenants to use said boat launching facilities and piers," and because Womack accepted late rental payments from Hyche in the past, thereby inducing Hyche to rely on such acceptance, Womack is now estopped from making her allegations of Hyche's breach of the "oral understandings" as to the free use of the launch and piers and of Hyche's late payments of monies due Womack.

After a non-jury trial, the court entered judgment in favor of the defendant, Mrs. Hyche. The trial court's order read, in part:

"The Court having heard the testimony ore tenus and argument of counsel for the parties and considered the Exhibits filed by the parties.

"It is the finding of this Court that the parties entered into a valid lease agreement on January 10, 1979, for a term of 1 year for the sum of $300.00 per year, with an option to renew each year as long as the camp is run as a business for a profit but not to be valid for a term in excess of 20 years in accordance with the provisions of Title 35-4-6, Code of Alabama, 1975.

"It is therefore ORDERED, ADJUDGED, AND DECREED by the Court that the lease agreement between the parties, dated January 10, 1979, is valid and is binding on the parties for a term of year to year for the sum of $300.00 per year, with the option to renew the lease, as long as the camp is run as a business for profit for no longer term than 20 years from January 10, 1979."

The trial court denied Womack's motion for amendment or alteration of judgment, or for a new trial, and Womack filed this appeal.

Womack's argument on appeal centers on the terms of the lease itself. The language, "with the option to renew the lease as long as the camp is run as a business for profit," created a lease with an uncertain ending; therefore, the lease is void under the holding of Industrial Machinery, Inc. v. Creative Displays, Inc., 344 So.2d 743 (Ala.1977):

"A lease for a term of years must have a term certain. There must be a certain beginning and a certain ending. [Cites omitted.] The lease [in dispute] began on January 1, 1973, for a term of 'indefinite years,' ending 'year to year thereafter.' Thus, there was no certain ending, thereby rendering the lease void for a term of years." Industrial Machinery, 344 So.2d at 745.

Womack also cites the case of National Bellas Hess, Inc. v. Kalis, 191 F.2d 739 (8th Cir.1951), cert. denied, 342 U.S. 933, 72 S.Ct. 377, 96 L.Ed. 695 (1952), wherein a lease containing the provision, "for a term commencing October 1, 1943, and ending sixty (60) days after the signing of the treaty of peace upon the close of the war with Germany and/or with Japan, whichever treaty of peace is the latest," was found to be of uncertain duration. The Eighth Circuit Court of Appeals held that "it is not the certainty of the happening of the event (which is to end the term) but the certainty of the date on which the termination of the lease will take place that is the determinative factor"; therefore, the lease had no fixed ending and was held to be void.

Hyche argues that her lease with Womack has a definite ending because the lease is effective for only one year at a time. After each year the lessee is given the option to renew the lease, as long as the camp has been "run as a business for a profit." Hyche cites, as authority for her contentions, the holding in Copiah Hardware Co. v. Johnson, 123 Miss. 624, 86 So. 369 (1920). There, the Mississippi Supreme Court considered a one-year lease which contained the following covenant:

" 'With the privilege and right of the parties of the second part or their assigns to renew the lease for one year at a time or after November 1, 1918, as long as they may desire to do so at the same rental as aforesaid and on the same terms and conditions embraced in this lease.' " Copiah Hardware Co. v. Johnson, 123 Miss. at 633, 86 So. at 369.

The lease had been once renewed, and the lessee had claimed the right to continue such renewals as long as it desired. The lessor argued that a lease renewal covenant granted no more than one renewal unless the terms of the covenant expressly provided otherwise. The court agreed with the lessor, but held:

"That renewal covenants in a lease should be so construed is undoubtedly the law, but that can avail this [lessor] nothing, for the covenant of the lease here in question in clear and unambiguous language grants to the lessees the right to renew the lease as many times as they may desire to do so. Each renewal is to run for one year, and the right to renew annually is to continue 'as long as they may desire to do so;' that is, throughout such an extent of time as they may desire to do so." Copiah Hardware Co. v. Johnson, 123 Miss. at 633, 86 So. at 369.

Hyche also finds support for her argument in the National Bellas Hess holding cited by Womack:

"So, agreeably to the same end, it is a good doctrine that the maxim, that is certain which can be made certain ... is applied in resolving any doubt on whether a 'term' is granted. Thus, if the beginning is certain and if the end can be made certain by reference to some mentioned certainty, the term is granted." 191 F.2d at 740.

The lease now in dispute has a definite beginning and a definite ending period, claims Hyche; and, she claims, the right to renew the lease, provided the lessee runs the camp as a business for profit, does not affect the certainty of the one-year term of the lease.

The authorities relied on by Womack and Hyche support their basic contentions. We find, however, that these cases are distinguishable on their individual facts; and, therefore, they lead us to but one conclusion when applied to the facts of the instant case. Further, all of the cases cited...