Edwards Hotel Co. v. Chambers

Anderson, J., delivered the'opinion of the court. _ Appellee, E T. Chambers, filed his bill in the chancery court of the first district of Hinds county against appellant, Edwards Hotel Company, a domestic corporation, for the specific performance of a lease contract in writing entered into between the parties, and, if not entitled ..to that relief, for the cancellation of the contract and for damages claimed to have been suffered by *492 appellee because of an alleged breach thereof by appellant. Appellant answered appellee’s bill, admitting the existence of the lease contract, but denying that it had breached the contract, asserting on the contrary, that appellee had breached it. Appellant made its answer a cross-bill, setting up the validity of the lease contract and its breach by appellee, and seeking to enforce payment against appellee of the monthly rental provided in the contract. Appellee answered appellant’s cross-bill, denying its material allegations. There was a trial on the pleadings and on proofs resulting in final decree dismissing both appellee’s original bill and appellant’s cross-bill and apportioning the cost equally between them. From that decree appellant prosecutes a direct appeal and appellee a cross-appeal. At the time the lease involved was executed, appellant had under construction a modern twelve-story hotel building, the foundations and walls of which were steel, brick, and concrete. Appellee was a merchant in the city of Jackson, dealing in office supplies, furniture, and fixtures, desks, typewriters, etc. ' Appellee desired space in appellant’s hotel, when completed, for the carrying on of his business. Negotiations between Mr. Flowers, representing* appellant, and appellee, resulted in a lease contract being entered into between the parties on the 20th of June, 1923, by the terms of which appellant leased to appellee for a term of ten years, commencing the 1st day of January, 1924, the premises described as follows: “Space described as being* between the lobby entrance on Capital street and drug store, and basement space thereunder running east to the center of the lobby entrance, also basement space thirteen feet wide on east end of drug store space and running* twenty-six feet south of the hallway, . . . to be used and occupied as a retail store for the transaction of business of office supplies and furnishings,” etc. A monthly rental of two hundred ten dollars was provided for in the lease. The lease also provided’: *493 “The tenant agrees that the premises are taken after examination and without any representation of any kind on the part of the landlord or its agent. ’ ’ The gravamen of appellee’s bill is that, when the leased premises were completed and tendered to appellee, the basement room was so filled up with steam, sewer, and water pipes attached to the ceiling and along the walls that it was rendered unfit for his business, and that that fact was a breach of the lease contract. The trial court found, and we think the finding is supported by the evidence, substantially the following state of facts: That, when the lease contract in question was executed, the leased premises were not in existence, the construction of appellant’s hotel not having reached that stage; that appellee was furnished the plans for the construction of the hotel represented by blueprints, but there was nothing in such blueprints indicating that the basement room covered by the lease was to be so constructed as that numerous water, sewer, and other pipes were to be located against the ceiling and on the walls rendering the room unfit for the purposes for which appellee leased it; that the dominant idea of Mr. Flowers, representing appellant, was to construct a modern hotel building according to the plans and directions of appellant’s architect, who designed and supervised its construction; that Mr. Flowers did not know that the basement room was to contain the numerous pipes which it did contain when completed, or any pipes whatever; that if he had known that fact, and that it would render the room unfit for appellee’s business, still appellant would not have altered its plans in that respect, in other words, that appellant would have carried out the construction of its building as planned, including the basement room with the objectionable pipes in it, even though it had known that such construction would render the room unfit for appellee’s business, but, in that event, the lease contract would not hqve been entered into by the parties.; that, if appellant had known the pipes were to be in *494 stalled in the room as they were, it-did not know that the room would thereby be rendered unfit for appellee’s business; that the basement room, on account of the pipes, was wholly unfit for the purposes for which the appellee leased it; that, if appellee had known the condition the room was to be in, he would not have entered into the lease contract; that the minds of the parties did not meet; that each party to the contract had in mind and intended certain things unknown to the other. The trial court’s conclusion of law from these facts was that, the minds of the parties having failed to meet, the lease contract was unenforceable, and should be canceled,' and the parties left each to carry his own loss. We have reached the samé conclusion. In the argument much stress is placed on the fact that appellee had no right to complain of the basement room being so cluttered up with pipes as to render it unfit for use because of the provision in the contract quoted above; that at the time of the making* of the lease appellee had made an examination of the premises, and was relying on such examination and not any representation by appellant. But the fact is that at that time the leased premises could not have been examined by appellee because they were not in existence. That provision in the contract, therefore, it seems, can have no force. It is true that, when the lease contract was entered into, appellee was 'shown the plans of the hotel building represented by blueprints, but it is undisputed in the evidence that such plans did not show that the basement room would have a lot of pipes overhead and around its walls. Appellee contracted for one thing and appellant, without any fault on his part, tendered him a different thing. The minds of the parties never met; they never understood each other. The contract was incomplete.- It failed to provide for the controlling considerations moving to each of the parties. The case is unusual. We are of opinion, however, that in a ease where the minds of the parties to a contract, without the fault of *495 either, fail to meet, then neither can enforce the contract. The court will leave them where it finds them. Affirmed.