Johnson v. Phœnix Mutual Life Insurance

Carpenter, J. This case turns upon the construction of a written instrument which appears in full in the report of the committee. The question is, whether it is binding upon the defendants for the whole period of ten years. In other words, is the instrument a lease or merely an agreement for a lease? Both parties agree that whether it is one or the other depends upon the intention of the parties as gathered from the language used when interpreted in the light of the surrounding circumstances. It appears from the instrument that the defendants, at the time it was executed, December 2§,tli, 1870, were in possession of a portion of the premises, and so remained until the time when it was to take effect, April 1st, 1871. The language of the writing is—“Desiring to rent the office now occupied by you for a term of years, I propose to [make certain repairs specified] and to rent the whole building above the main floor, after these improvements are made, for ten years, at the annual sum of $3,500, payable quarterly, * * * the lease to commence April 1,1871. * * * This is the proposition that I make to the officers and directors of the Phoenix Mutual Life Insurance Company for the rent of [102] the above described premises for ten years from April 1, 1871.”- This was signed by the plaintiff, and appended to it is the following:—“ The above proposition was accepted by onr directors, January 9th, 1871. E. Fessenden, President.” The agreement was executed in that manner in duplicate. The language of the instrument indicates a present lease to commence in the future. There is no reference to a formal lease or other writing to be thereafter executed. On the contrary the whole language is consistent with the supposition that the parties intended the writing itself as a lease. It contained a specific statement of the repairs and alterations to be made by the plaintiff, the time when the tenancy should commence and terminate, the amount of rent to be paid and the time when payable, and each party retained a duplicate ot the writing. Here are all the elements of a valid lease— parties, a subject matter particularly described, a definite term, its beginning and ending fixed, and the amount of rent with terms of payment. The instrument is deficient only in matters of form. No other writing is contemplated by the language, and none was in fact executed or called for. But the defendants took possession April 1st, 1871, occupied the premises up to July, 1876, paying rent according to the terms of the instrument, and during all that time both parties treated it as a lease. We think it is very clear that both parties intended it as a lease, and if we hold that they intended it merely as an agreement for a lease we shall do violence to their real intention. Another question made*, is, whether the lease, not having been executed in the manner prescribed by statute, not having been witnessed, acknowledged, or recorded, is binding upon the defendants. The statute then in force reads as follows: “No lease of any houses or lands, for life, or any term of years exceeding one„year, shall be accounted good and effectual in law, to hold such houses and lands against any other person or persons whatsoever but the lessor or lessors and their heirs, unless such lease shall be in writing, &c.” The primary object of a lease is to convey to the lessee an interest in land. It usually contains also covenants on the [103] part of both parties, the lessee covenanting to pay rent, &c. The statute was designed to have the titles to real estate, and any interest therein for a longer time than one year, appear of record, and that for the purpose of protecting third parties. As to third parties therefore a lease such as this is is inoperative. As between the parties to it the legislature clearly intended that it should be valid. • The statute has reference to that portion of a lease which conveys to the lessee an interest in real estate, and expressly makes that good as against the lessor and his heirs, and in favor of the lessee.- We do not think that the legislature intended to make such a contract valid as to one party and void as to the other. We think it a reasonable construction of the statute to hold that it was intended to make the contract A'alid as to both parties if to either. Otherwise there would be a want of mutuality. We can hardly impute to the legislature an intention to compel the plaintiff to permit the defendants to occupy the premises during the term without imposing upon the defendants a corresponding obligatipn to occupy or at least to pay rent. The lease itself being in force as against the plaintiff, we think that the agreement to pay rent is in force as against the defendant. This question, however, is hardly an open one in this state. In Baldwin v. Walker, 21 Conn., 168, it was held that a lessee was liable in covenant for rent when the lease was unacknowledged and unrecorded. See also Barnum and others v. Landon and others, 25 Conn., 137. The counsel for the defendants urged that the plaintiff was not the sole owner of the premises, that other parties were interested who did not sign the writing, and that therefore it could not be regarded as a lease because it was not signed by all the owners, and that it is not valid as a contract for a lease as against any one but the plaintiff himself. From these circumstances, together with the fact that the plaintiff, when notified that the defendants Avould vacate the premises, did not procure a lease signed by the owners, the inference is drawn that the defendants were justified in leaving the property, This is not insisted on as affecting the question of [104] construction; it seems rather to he urged as a distinct ground of defense. As such it does not appear to have been raised in the court below, nor is it distinctly pointed out as a ground of error in the motion. But waiving that, we do not think that the inference is a legal conclusion from the facts. The report of the committee shows that the plaintiff was duly authorized to make this contract. In what manner the authority was conferred does not appear. Possibly it was by deed or other writing; or perhaps the plaintiff had been accustomed to rent the property as his own with the knowledge and by the consent of the other owners. However it may have been, it appears that the defendants were permitted to occupy the premises for six years without objection from the other owners. As lessees they could not call in question the title of the lessor so long as they remained in the undisturbed possession of the premises. More than half of the term had expired and they were not disturbed, and it was no part of their grievance that they apprehended any disturbance, but they vacated the premises for other reasons. The plaintiff might well lease or contract to lease property owned by himself and others, and such a lease or contract would bind him, although it might not be binding upon the other owners. So the lease in this case binds the plaintiff at least. The defendants have a right to the leased premises as against the plaintiff for the full term. He is bound to see that they enjoy that right or he must respond in damages. Should they bo evicted from the whole or any part of the premises by the other owners their obligation to p>ay rent would cease, and his obligation to pay damages would at once arise. Until then we do not see that they are in a condition to dispute his title. His title is good as to them so long as they are in possession, and if the plaintiff is in a condition to secure to them during the term of the lease the quiet enjoyment of the premises, their obligation to pay rent continues unaffected by the fact that other parties were interested in the title. There is no error in the judgment of the Superior Court. In this opinion the other judges concurred