Zeese v. Siegel's Estate
| Citation | 534 P.2d 85 |
| Decision Date | 07 April 1975 |
| Docket Number | No. 13870,13870 |
| Parties | George ZEESE and Emily Zeese, his wife, Plaintiffs and Appellants, v. ESTATE of Max SIEGEL et al., Defendants and Respondents. |
| Court | Utah Supreme Court |
Marcus G. Theodore, of Stone & Theodore, Merrill K. Davis, Salt Lake City, for plaintiffs and appellants.
Richard L. Blanck, Michael F. Heyrend, Arthur H. Nielsen, Salt Lake City, for defendants and respondents.
Plaintiffs initiated this unlawful detainer action to recover possession of approximately one acre of real property upon which defendant, Trailer Mart, Inc., dba Patton's Travelers, was conducting the business of selling trailers and recreational vehicles. Plaintiffs claimed that defendant 1 was a month-to-month tenant, who had refused to vacate the premises after being served with a notice-to-quit. In the alternative, plaintiffs pleaded that if defendant had a valid leasehold interest, it was subject to forfeiture for defendant's continuing breach of a use covenant in the lease agreement.
Plaintiffs, as lessors, executed a written lease agreement with Saturn Oil Company with an initial term of ten years, commencing December 18, 1959. After a series of mesne conveyances of the leasehold interest, the lease was assigned to Max Siegel by Husky Oil Company on May 1, 1969. By terms of the lease such an assignment was permissible without the consent of the lessor. Prompt notification of the assignment was given to the lessor.
On May 8, 1969, the attorney for Max Siegel sent a letter to plaintiffs, wherein he stated:
Mr. Siegel has asked me to further advise you that Trailer Mart, Inc. doing business as Dan's Campers, entered into substantial commitments to acquire additional inventory because of the additional display area made available as a result of the assignment of the lease above referred to.
Moreover, both Mr. Siegel and Trailer Mart, Inc. have committed themselves to a significant advertising program based upon the thus expanded sales facilities.
Please be assured that both Mr. Siegel and Trailer Mart, Inc. will comply with all of the obligations of the lessee under the lease referred to hereinabove.
The defendant corporation was wholly owned by the Siegel family, Max Siegel was the President. The trial court found that at all material times Max was acting as an agent and officer of defendant. On May 8, 1969, defendant took possession of the property and so continued at all times thereafter, using the property for the display and sale of campers and recreational equipment.
Max Siegel died on June 3, 1969. Eva Siegel, widow and designated executrix of Max Siegel, sent a letter, dated June 16, 1969, to plaintiffs, giving notice of the exercise of the option to renew in the lease for an additional term of ten years.
Plaintiff, George Zeese visited the premises in May 1969, and on numerous occasions thereafter and observed the business conducted thereon by defendant. On January 15, 1973, Dan Siegel, the president of defendant sent a letter notifying George Zeese, who at all times was acting as agent for his wife, that defendant was changing the name under which it did business from Dan's Trailer N'Camper to Patton's Travelers. Commencing on May 16, 1969, and continuing through June 12, 1973, defendant sent monthly rental checks in the sum of $200 each to plaintiffs, which were all cashed by plaintiffs in the ordinary course of business. Defendant further paid all real property taxes assessed in 1969, 1970, 1971, 1972. After this action was commenced, the monthly rental payments and the sum owing for the property taxes were deposited with the clerk of the court.
During September 1970 and continuing at intervals thereafter, through September 1972, George Zeese and Dan Siegel conducted negotiations concerning the sale of the property. George Zeese had occasion to visit the property during the course of these negotiations; at no time did he deny the existence of a valid lease. Prior to June 1973, the time that the notice-to-quit was served, plaintiffs never gave defendant any notice or reason to believe that defendant was holding the premises as a month-to-month tenant or that plaintiffs considered defendant's use of the property was in contravention of the use covenant in the lease. Furthermore, the plaintiffs had actual notice through conversations with the defendant's president, Dan Siegel, that defendant believed that it possessed the premises pursuant to a valid and enforceable lease, and at no time prior to the filing of this action did plaintiffs make an assertion to the contrary. Furthermore, prior to June 1973, plaintiffs never gave notice to defendant that they considered the exercise of the option by Eva Siegel in June of 1969 invalid.
In reliance upon both the validity of the assignment and the exercise of the option to renew as vesting in defendant a leasehold interest in the demised premises, defendant performed the following acts:
A. On August 6, 1969, defendant purchased from Husky Oil Company all of the buildings, equipment, and other personal property owned by Husky and located on the premises.
B. In May and June of 1969 and at various times thereafter, defendant purchased and caused to be erected on the premises certain signs to advertise and identify its business.
C. Defendant arranged and paid for the grading and paving of certain portions of the surface of the premises.
D. Pursuant to the instructions and request of George Zeese, defendant had the property surveyed and a fence erected to define the boundary and secure the premises from encroachment by an adjacent property owner. Defendant paid for both the survey and the fence.
The foregoing is a resume of the pertinent findings of the trial court. Based thereon, the trial court determined that defendant's use of the premises did not violate the use provisions contained in the lease; that the leasehold interest in the property was validly assigned to defendant and was confirmed through continued possession and use of the property; that Eva Siegel exercised the option to renew in accordance with the terms of the lease, which inured to the benefit of defendant; that plaintiffs have waived and are estopped from asserting any defects either in the assignment of the lease from Husky Oil to defendant or the exercise of the option to renew; and that defendant has a leasehold interest in the premises pursuant to the lease agreement with a term continuing through December 17, 1979, and with options to renew thereafter as provided therein.
On appeal, plaintiffs contend that the trial court erred when it determined that Max Siegel acted as an agent for defendant when he took an assignment of the lease from Husky Oil Company. Specifically, plaintiffs claim that Max Siegel signed the assignment as an individual, and under the parol evidence rule testimony cannot be introduced to establish that Max was an agent of defendant.
The contract of an agent is the contract of the principal, and the principal, although not named therein, may sue or be sued thereon. Although an agreement reduced to writing may not be contradicted or varied by parol evidence, the principal may introduce evidence to show that the agent, who made the contract in his own name, was acting for him. This proof does not contradict the writing but merely explains the transaction. 2
Plaintiffs further contend that Max Siegel was not authorized in writing by defendant to act as its agent; and, therefore, the assignment was void under Sections 25--5--1 and 3, U.C.A.1953, of the Statute of Frauds.
Defendant was an assignee and lessee under the assignment of the lease agreement. These two statutory provisions require that an agent of the lessor, or the assignor, granting an interest in land for a term exceeding one year, must be authorized in writing. There is no requirement within the cited statutes that the agent of an assignee or lessee must be authorized in writing. Furthermore, Section 25--5--9, U.C.A.1953, provides:
Every instrument required by the provisions of this chapter to be subscribed by any party may be subscribed by the lawful agent of such party.
A...
To continue reading
Request your trial
-
Plateau Min. Co. v. Utah Div. of State Lands and Forestry
...is ambiguous, the court may consider the parties' actions and performance as evidence of the parties' true intention. Zeese v. Estate of Siegel, 534 P.2d 85, 90 (Utah 1975); Bullfrog Marina, Inc. v. Lentz, 28 Utah 2d 261, 268, 501 P.2d 266, 271 (1972); Bullough v. Sims, 16 Utah 2d 304, 309,......
-
In re W.R. Grace & Co.
...Ratification creates the principal and agent relationship, regardless of whether the agent has prior authority. Zeese v. Siegel's Estate, 534 P.2d 85 (Utah 1975); Strader v. Haley, 216 Minn. 315, 12 N.W.2d 608 (1943);. Rakestraw v. Rodrigues, 8 Cal.3d 67, 104 Cal. Rptr. 57, 500 P.2d 1401 (1......
-
Bradshaw v. McBride
...back to the time the unauthorized act occurred and is sufficient to create the relationship of principal and agent. Zeese v. Estate of Siegel, Utah, 534 P.2d 85 (1975); Moses v. Archie McFarland & Son, 119 Utah 602, 230 P.2d 571 (1951). A deliberate and valid ratification with full knowledg......
-
Garland v. Fleischmann
...was acting for him. This proof does not contradict the writing; it only explains the transaction." Two years later, in Zeese v. Estate of Siegel, 534 P.2d 85 (Utah 1975), we again held that the trial court did not err in admitting parol evidence to establish that a person who took an assign......
-
Estoppel in Property Law
...waived right to object to exercise; court concluded that the genre of waiver is "akin to promissory estoppel"); Zeese v. Estate of Siegel, 534 P.2d 85 (Utah 1975) (holding landlord who, by action, indicated acceptance of notice as an effective exercise is estopped from objecting to exercise......