Peters v. Stone

193 Mass. 179 | Mass. | 1906

Braley, J.

The rights of the parties to the buildings in controversy depend upon the construction of the lease given by the plaintiffs to the assignors of the judgment debtor, under whom the defendant claims ownership. This instrument by apt words demised a farm of about fifteen acres, with the buildings, for the term of three years at a fixed rental, with an agreement that the lessees might purchase the premises at a price to be adjusted in amount according to each year of their occupation. The usual covenants were inserted, which included an agreement by the lessees “ to make all repairs needed or required by them,” which at the end of the term were “ to revert to the owners.” At the close of this recital the following provision appears: “ said lessees agree to make improvements on said premises to the value of at least one thousand . . . dollars during said term and to leave the same therein at the end of said term if they do not purchase the premises.” While inartificially expressed the language employed was sufficient to create a binding obligation as no precise form of technical words is required to create a covenant, but corresponding expressions, or a clear manifestation of such an intention are all that is required. Trull v. Eastman, 3 Met. 121,124. And it is evident that the lessees expressly charged themselves with the performance of a promise to increase the value of the property to this amount, which also must be understood as forming part of the consideration for the lease.

The corporation, however, to which the lessees assigned their estate was not a party, and would not be bound to its performance except by privity of estate, but in general covenants defining the manner in which the demised premises shall be enjoyed or dealt with run with the land and bind the covenantee. They also bind an assignee as to his rights in the real estate, even where assigns are not named, when the beneficial act to be performed relates solely to increasing the value of the premises as they exist at the date of the lease. Morse v. Aldrich, 19 Pick. 449. Hurd v. Curtis, 19 Pick. 459, 462. Patten v. Deshon, 1 Gray, 325, 329. Easterby v. Sampson, 6 Bing. 644. Vyvyan v. Arthur, 1 B. & C. 410. Congleton v. Pattison, 10 East, 130. Spencer’s case, 5 Coke, 16 a. The word “ improvements ” is of broad signification, covering not only repairs and additions to buildings in existence at the time of the demise, but also new buildings subsequently erected, and if in this covenant assigns are not again mentioned they are named in the preceding habendum. South Congregational Meeting-house v. Hilton, 11 Gray, 407, 408. Kabley v. Worcester Gas Light Co. 102 Mass. 392, 394. Haven v. Adams, 8 Allen, 363. Daggett v. Tracy, 128 Mass. 167. Schenley’s appeal, 70 Penn. St. 98, 102. Stockett v. Howard, 34 Md. 121. Low v. Innes, 4 DeG., J. & S. 286. It is then a question of construction whether the immediate parties intended to define and control only their personal obligations, or whether they also intended by this covenant to bind whomsoever might succeed to their respective estates, and this question must be determined from the language and purpose of the entire instrument. Duncklee v. Webber, 151 Mass. 408. Jones v. Parker, 163 Mass. 564, 568. Carpenter v. Pocasset Manuf. Co. 180 Mass. 130, 132. Hollywood v. First Parish in Brockton, 192 Mass. 269. Masury v. Southworth, 9 Ohio St. 340. Clegg v. Hands, 44 Ch. D. 503, 517, 518. Upon the acceptance of the assignment the assignee succeeded not only to the burdens but to the benefits attached to the leasehold, among which was the right to buy the premises, found in the covenant of the lessors, which ran with the land and could have been enforced by the corporation. Van Horne v. Crain, 1 Paige, 455. Hagar v. Buck, 44 Vt. 285. By engaging to make improvements upon the conditions named, while enhancing the value of ■the reversion, the lessees also would receive the beneficial use of the buildings during the remainder of the term as well as increasing the value of the premises for the betterment of themselves, or their assigns, if ultimately either elected to purchase, with the further benefit of a fixed rebate to the purchaser of the rent which had been paid for the preceding months. These various provisions when taken in connection with the silence of the lease as to any restriction prohibiting the lessees from assigning their estate, which included the right to acquire the fee by purchase, leads to the reasonable conclusion that the covenanting parties intended that all the covenants regarding the manner in which the demised premises should be used and enjoyed, or improved by the lessees, should not only bind them personally as to their interest in the premises, but also those who by assignment might succeed to their estate. Hollywood v. First Parish in Brockton, ubi supra. Upon the delivery of the assignment the corporation entered into possession and erected and occupied the buildings, which, because of this covenant, upon their erection at once became part of the realty. During the pendency of a suit by the plaintiffs to recover possession, the corporation without having taken advantage of the option to purchase abandoned the premises before the expiration of the term, and as neither at the time of the attachment nor of the levy of the execution were the buildings the personal property of the judgement debtor, the defendant acquired no title at the sale. Westgate v. Wixon, 128 Mass. 304, 307. Aldrich v. Husband, 131 Mass. 480.

Exceptions overruled ; decree affirmed.