Barnhart v. Stern

182 Wis. 197 | Wis. | 1923

.Crownhart, J.

Tjie lease entered into' between the appellant and respondent contained, among other things, the following paragraph:

“It is further agreed and understood that in case the owner decides to sell the premises at any time, she hereby gives the lessee the-first right to- purchase the same, and the said lessee is hereby given the option to purchase the said premises for, the sum of fifteen thousand ($15,000) dollars at any time during the continuance of this lease.”

Within the period of the lease the respondent exercised his option to purchase the premises for $15,000, as he understood his rights under the contract, but the appellant refused to recognize the respondent’s right to purchase and refused to make conveyance of the premises to him.

It is the contention of the appellant that the paragraph of the lease quoted gave the respondent the right to purchase only upon condition that the appellant should have first decided to sell the premises, and that until the appellant should so decide the respondent had no right' whatever to purchase the premises under the option. The case turns upon the construction of the quoted paragraph of the lease.

It is plain that the paragraph'was inserted in the lease for. the benefit of the lessee, and it must be construed with that purpose in view. It contains two distinct provisions: (1) that the lessee should have the first right to purchase the premises in case the lessor should .rdeeide to sell the same; and (2) the lessee was given the option to purchase said premises for the sum of $15,000 at any time during the continuance of the lease. It is a well settled principle of construction of contracts that each and every part thereof should be given effect in so far as the same may be determined by the language used. It seems to be plain from the terms of the contract that it was contemplated that the lessor might desire to sell the premises during the term of the lease, in case the lessee should not exercise his option, for a less amount than that named in the option, in which case the lessee should have the first right to purchase, and it seems to be equally plain that the lessee had an absolute option to- purchase at any time during the continuance of the lease for the sum of $15,000. This construction gives effect to each condition in the contract. To construe the contract as contended by the lessor would be to deny to the lessee any benefits whatever under the option, for the option could be entirely defeated by the lessor’s refusal to sell..

■ The appellant contended on the trial that the language of the contract was plain and unequivocal, but that if the court should hold, as it did, that the language did not have the meaning for which the appellant contended, then it should be held to be ambiguous and subject to- construction by parol evidence. The appellant therefore offered to introduce parol evidence to show the conversations at and immediately prior to the execution of the lease, which the court refused. We find no ambiguity in the contract; hence the court correctly refused to accept parol testimony to modify the terms of the lease.

By the Court. — The judgment of the circuit court is affirmed.