Buxton v. Beal

Vanderburgh, J. The defendant and his wife were the owners of a certain building lot in the city of Minneapolis, which they desired to lease for a long term of years. The plaintiffs' were real-estate brokers, and as such undertook, with defendant’s consent, to procure a lessee for the lot, on terms fixed by the defendant, for a period of 50 or 100 years, to be embraced in a lease to be made between the parties. It was understood in the negotiations between the plaintiffs and defendant that he would require a lease whose terms would protect his rights fully, and would want a competent attorney to prepare it. It was also understood and assumed that the lessee would necessarily improve the lot by the erection of a costly building thereon in place of the present wooden structure, and that the right to so improve the property would be the principal inducement for' entering into the lease by the lessee. Under these circumstances, and with the understanding that the terms of the lease should otherwise be left to be adjusted when the lease should be drawn, it was agreed by parol between these parties that, if the plaintiffs would procure an acceptable lessee for the term proposed, at a fixed ground rent of $2,100 per year, payable quarterly in advance, together with all taxes and assessments upon the premises, thirty days’ notice to be given to the [234] tenant then in possession, defendant would pay the plaintiffs the sum of $500 as commission for their services. They accordingly produced a customer for the premises upon the terms proposed as to rent, time, and notice, who, in respon.se to his proposition to these plaintiffs, embracing those terms only,, addressed the communication to the defendant'set out in'the foregoing statement of facts. The defendant thereupon indorsed his acceptance of the terms. This was a preliminary contract only,leaving the details and further appropriate provisions to be embodied in the proper lease when prepared. It is clear that both parties to the lease understood that the lease should contain the requisite provisions to effect the purpose for which it was made; and, as against the plaintiffs in this suit, the entire transaction may be shown by parol,—Van Eman v. Stanchfield, 10 Minn. 256, 266, (Gil. 197,)—and if, as a preliminary agreement, it failed to reserve the right to include in the lease such further terms as were necessary to protect the parties, they were entitled to have the instrument reformed to correspond with the actual intent of the parties thereto. It is plain enough that both parties understood that the lessee was to have the right to remove the old building and erect a new one, and a “proper” lease would, in that case, provide some guaranty against liens upon the lessor’s estate, which belonged to Beal and his wife jointly. The negotiations fell through because Lund insisted upon a lease giving the right to build, but the parties could not agree touching the details.of such provision. .As between these parties, it was the clear understanding that, save as to rentals, and the length of the lease, which defendant must of course determine for himself, the provisions of the lease were left open, and 'vvére to- be -settled when the lease came to be drawn. In view of the facts 'above stated, conceding, without deciding, that by a strict construction of the written memorandum the lease would have to be limited to the terms and provisions therein specified, we do not think the plaintiffs • should be entitled to a technical advantage from the oversight. The plaintiffs did not in fact perform the agreement with defendant because the terms of a lease were not agreed on, and a [235] tenant was not secured; and, as between these parties, the facts may be shown without any reformation of the agreement. The action was properly dismissed. (Opinion published 51 N. W. Rep. 918.) Order affirmed.