120 Mo. 447 | Mo. | 1894
This is a suit in equity by plaintiffs for a specific performance of a covenant for the renewal of a lease demising public school realty, lying in the city of St. Louis, for a term of fifty years from the first day of September, 1840. The covenant contained in the old lease is as follows:
“And it is covenanted and agreed, by and between the said parties, that at the end of the term hereby demised, this lease shall be renewable at the option of the party of the second part, his executors, administrators or assigns, he or they giving to the party of the first part, in every instance,. a notice in writing of his or their wish to renew the same, three months, at least, before the end of the term. And every renewed lease shall contain all the covenants, agreements, clauses and stipulations herein contained, with this exception only, that the annual rents to be reserved on every renewal shall be six per centum upon the value of the demised premises, exclusive of any improvements thereon placed, which value shall be estimated by the public assessor of the city of St. Louis, for the time being, at the commencement of the renewed term, and to be paid quarterly.”
“Eor the purpose of a trial of the above entitled cause, and for no other purpose whatever, it is hereby stipulated and agreed as follows:
“That the defendant made a lease to William Lindsay, dated the thirty-first day of August, 1840 (a certified copy of which is referred to and made part of this agreement as exhibit A).
“That under and in pursuance of said lease, said William Lindsay entered into the possession of the property described in said lease.
“That said Lindsay departed this life prior to 1869, leaving as his sole heirs, Mary Bogue, Annie Lindsay, Margaret Lindsay and Eliza Sweeny, and that the plaintiffs in this case by divers mesne conveyances acquired all the estate of said Lindsay and his heirs in and to said property, and that as such owners they entered into and held possession of said property and the improvements thereon.
“That more than three months prior to the first day of September, 1890, the plaintiffs, being desirous of a renewal of said lease for a further term of fifty years, expressed their intention so to do by giving the defendant a notice in writing to renew said lease, as by said lease required.
“And the public assessor of the city of St. Louis, under and in pursuance of the' terms and stipulations of said lease, estimated the value of said demised premises, exclusive of any improvements, on the first day of September, 1890, to be $3,250, or $130 per front foot on Broadway, making the rental, at six per cent, on said value, the sum of $195 per year.
“And in response to the notice aforesaid, the defendant notified the plaintiffs that, whilst it did not concede their rights to any renewal, it was willing to*452 execute exhibit B, which is hereto annexed and made a part hereof, which plaintiffs declined to accept, and subsequently, on the twenty-first day of October, 1890, executed, and tendered to defendant for execution by it, exhibit C, which is hereto annexed and made a part hereof, but which defendant.declined to execute.
“The amount in dispute in this case, exclusive of costs, exceeds the sum of $2,500, as a lease of said premises for one term of fifty years is of greater value than $3,000.”
Exhibit B, referred to in the agreed statement of facts, was a lease of one term of fifty years only without any right of renewal, while exhibit C was a lease for fifty years subject to renewal at the expiration of that time at the pleasure of the plaintiffs or their assigns. The covenant for the renewal of the lease referred to in exhibit A is as heretofore set forth.
It is claimed by defendant that it is a trustee of a highly favored trust fund, and that a lease, of the property for so long a time as fifty years would therefore constitute a breach of trust, and that a court of equity will not by its decree compel the commission of a breach of trust. And furthermore that a renewal of the lease for fifty years was to give to the lessees the perpetual enjoyment of the trust estate, a gift of inheritance, which is beyond the powers of the trustees, and which courts have no jurisdiction or discretion to compel.
No question is raised as to the power of the board to execute the old lease, and, even if there was, such power is conferred by the act of the general assembly of this state, entitled “An act to establish a corporation in the city of St. Louis, for the purpose of public education,” approved February 13, 1833. The same power still exists in the defendants in their official capacity. •
The agreed statement of facts shows that plaintiffs,
Where by the terms of the covenant perpetual renewal of the lease is plainly expressed or implied, they must receive a reasonable construction and be enforced. Hare v. Burges, 4 K. & J. 45; Crawford v. Kastner, supra. There is no room for doubt as to the right of the lessees or the plaintiffs herein who have succeeded thereto by mesne conveyances, to have the lease renewed for one term of fifty years, because by express covenant in the old lease it is covenanted and agreed by and between the said parties, that at the end of the term hereby demised, this lease shall be renewable at the option of the party of the second part, his executors, administrators, or assigns. The covenant of renewal could not have been well put in stronger and more explicit language.
In Blackmore v. Boardman, 28 Mo. 420, the facts were these: By deed dated October 25, 1847, the board of president and directors of the St. Louis public schools demised and leased to the plaintiff Blackmore a certain tract or parcel of land of upwards of six arpens, of which that mentioned in the petition in that case was part, for the term of ten years, commencing from and after October 25, 1847. Said lease contained a covenant for renewal in the following térms: “And it is hereby covenanted and agreed by and between the said parties, that at the end of the term hereby demised this lease shall be renewable for the -further term of ten years; and so on from time to time perpetually, at the option of the party of the second part, his executors, administrators or assigns,
It will be observed in that case that by express covenant in the first lease it was to be renewed from time to time perpetually at the option of the lessee, while in the case in hand no such covenant by express terms is incorporated in the lease. Veal v. Chariton County Court, 15 Mo. 412, is not in conflict with the Blachnore case, as all that is decided by the latter case is that the county courts are the trustees of the county school fund, and that they have no authority to dispose of the principal and interest otherwise than as prescribed by law. There was no violation of law committed in this case by the school board in leasing the ground in the first place, nor does it appear that the rental agreed upon was so inconsiderable as to amount to a gift of the use of it.
We come now to the consideration of the question, whether or not the lessees in the old lease, or their assigns, are by its terms entitled to its perpetual renewal. It may be conceded that the land described in the lease is held by defendant in trust for a charitable purpose. That courts will guard such property, and the fund arising therefrom, with a jealous eye and see that it is not misappropriated or diverted from its proper channel and humane objects, there can be no question. Unless it appears from the covenant in the lease, by express term or clearly by implication, that
All that is said in the covenant for a renewal of the lease for more than one term of fifty years, either by implication or otherwise is as follows: “And every renewed lease shall contain all the covenants, agreements, clauses and stipulations herein contained, with this exception only, that the annual rents to be reserved on every renewal shall be six per centum on the value of the demised premises,”' etc. Do the words “and every renewal” as used and when used in the lease clearly show that the lessors intended to covenant for a renewal of it for more than one term?
That such is the correct construction to be put on the covenant of renewal seems manifest, from the use of the words “at the end of the term hereby demised, this lease shall be renewable at the option of the party of the second part, his executors, administrators or assigns, he or they giving to the party of the first part in every instance, a notice in writing of his or their wish to renew the same, three months at least, before the end of the term.” By the use of the words “the” and “this” in this manner, would seem to indicate that reference was had to the expiration of the term under the first lease, only.
The judgment will be reversed and the cause remanded, with directions to the trial court to so modify its decree, as to enforce the specific performance of the covenant of renewal in the lease for one term only.