Seaver v. Thompson

Mr. Chief Justice Boggs delivered the opinion of the court: There is no difficulty in reconciling the printed provisions in the lease given to appellee requiring him to yield up immediate possession of the premises at the termination of the first period of one year, and the written provision in the same lease under which he claims the right to retain possession of the premises for a second year. If there was irreconcilable conflict between the two provisions, the written would overcome that in the printed form, and prevail. The provisions of the printed clause and of that in writing may be each given effect. The printed clause, at the end of the first year, if such action under the written clause as would operate to extend the lease for another year should not have been given, would become operative; and if such action had been taken, .the provisions of the printed clause would come into operation and effect at the end of the second term. Nor do we think any difficulty is encountered in ascertaining the meaning and intention of the parties to this lease as to a renewal of the letting for a second term of one year. The contract was, that if the lessor should decide to allow the building then on the premises to remain there,—that is, he determined that he would not remove or tear it away for the purpose of erecting another building there,—the lessee should have an option to secure a renewal of the lease for said store room and basement for a second term of one year, if he should elect, at any time during the months of March or April, 1899, to exercise his option, and should, during such time, notify the lessor, in writing, of such election. This right of the lessee to so extend the lease could only be exercised in the event the lessor determined that he would not, during the period which the second term would include, commence to erect another house on the premises, but the right to exercise it became complete if the lessor did so decide and he (the lessee) should notify the lessor in writing, within the specified months, that he had elected to hold the premises for a second year. The provision in this clause of the lease with reference to the written notice to be given the lessee of the decision of the lessor as to the erection of another building on the premises was for the benefit of the lessee, in order he might have the requisite information to enable him to exercise the option secured to him by the contract between them. The position it was indispensable to the existence of the option the lessor should reduce his decision that he would not commence to build, to writing, is not tenable. If the lessor determined, during the specified months of 1899, that he would not commence to build on the premises during the contemplated second year of the lease, an option at once arose in favor of the lessee to secure a renewal of the lease by giving written notice, as required by the lease, of his election to do so, and the lessor could not, in such state of case, deprive the lessee of this option by failing or declining to notify the lessee, in writing, of the determination to which he had arrived. It was stipulated by the parties that said lessor, Netcher, on the 17th day of April, 1899, had determined the course he would pursue during the coming year in regard to the matter of replacing the building then on the premises with another, and this determination on his part'was fur- ' ther fully manifested by the execution of the lease to the appellant, whereby he contracted to permit the appellant to occupy the store room and basement of the building on the premises for and during the said period of one year. It is not the true construction of the clause of the lease here under consideration that the lessor should reduce to writing his decision that he would not build, but that appellee was entitled to be notified in writing of such decision. It was competent for the lessee to waive this character of notice and to act on knowledge otherwise obtained of the existence of the fact to which he was entitled to be informed in writing. The fact upon which rested his right .to exercise the option existed; he elected to exercise the option and complied with all that was required of him to be done in order to make the option effective as between Mm and the lessor, Netcher. The appellant, Seaver, did not by Ms lease obtain any rights superior to those of his lessor. The lease which he accepted advised him, in the fullest possible manner, of the rights of the appellee under the lease from Netcher to appellee, and, though it was recited in the lease held by the appellant that the lessor had not notified the appellee, in writing, of his intention relative to the construction of a new building on the premises, still the execution of the lease to the appellant conclusively advised the appellant that the said Netcher had decided upon the course of action upon which rested the right in the appellee to renew his lease of the premises for the same period of time for which the appellant was contracting for the same. The judgment of the Appellate Court is correct and is . affirmed. Judgment .affirmed.