177 A. 269 | Conn. | 1935
The plaintiff, owner of certain premises in the city of Hartford, executed a written lease to the defendant for the term of two years from November 1st, 1928, with an option to the defendant for a renewal for a further term of one year. Rental for the first year was fixed at $1080, payable $90 per month, and for the second year, $1200, payable $100 per month, and if the option was availed of by the defendant, the rent for the third year was to be the same as for the second.
The defendant entered into possession and paid the *430 rent for the full two-year term of the written lease but chose not to exercise the option to renew for a third year. Instead, before the expiration of the two-year term, it caused to be prepared and tendered to the plaintiff for his acceptance and signature, another written lease for the same premises for two years beginning November 1st, 1930, at a yearly rental of $1200, payable $100 per month, with an option to the defendant for a renewal for a further term of two years at the same rental. The plaintiff told the defendant the proposed lease was satisfactory but suggested the insertion of a clause permitting the building by the plaintiff of a stairway leading to another part of the building, if the need arose, which would require taking about four feet of the frontage of the building and reducing the floor space sixty to eighty square feet, and if the contingency arose, he was willing to make some provision for a reduction of the rental. He also said he was satisfied with the defendant as a tenant. To all this the defendant made no reply. The finding says: "Shulman thereupon made an offer to the said Temple [who acted for the defendant] to carry the defendant on a yearly basis at the same rental in the event they did not come to an agreement concerning the stairway. To said offer, said Temple made no reply. There was no further conversation between said Shulman and said Temple in regard to the lease, or in regard to the stairway."
The evidence justifies the request of the defendant that there be added to the finding, in substance, that the defendant did not at any time, orally or in writing, agree to the reservation or to remain a tenant for another term; that on several occasions soon after the negotiations referred to and after the expiration of the written lease, the plaintiff offered the defendant other properties in lieu of that it was occupying, and each *431
of these was rejected after inspection, by the defendant. On May 10th, 1933, the plaintiff, by his son, wrote the defendant offering it for rent for its branch library, two stores on the south side of Park Street in the Rivoli Theater building, to be used instead of the store at 1778 Park Street, and offered to "work out a satisfactory rental, and also to work out a reduction in the rental of your present location." Where a party requests the finding of certain facts which have been proved, a trial court is seldom justified in omitting them from the finding because it deems them immaterial.Senzamici v. Waterbury Castings Co.,
The trial court sustained the contention of the plaintiff that, upon the disclosed facts, the defendant, in holding over, was a tenant from year to year, rather than from month to month as the defendant claimed, and therefore liable to the plaintiff for the balance of a yearly term, five months, at $100 per month. The defendant claims that its contention is supported by the statute: "No holding over by any lessee, after the expiration of the term of his lease, shall be evidence *432 of any agreement for a further lease; and parol leases of lands or tenements reserving a monthly rent and in which the time of their termination is not agreed upon shall be construed to be leases for one month only." General Statutes, § 5021.
Before this statute was enacted in 1866, it was the law in this State that if a tenant held over after the expiration of a fixed tenancy of a year, he was responsible to the landlord for another year upon the same terms. Bacon v. Brown,
The plaintiff concedes that the mere fact of the holding over by the defendant is not evidence of an agreement for a further lease; he insists, however, that the offer to carry the defendant on a yearly basis was, in legal effect, accepted by the conduct of the defendant in continuing to occupy the premises and paying rent for thirty-one months at the rate of $100 per month, no specific rejection of the plaintiff's offer *433
being shown. An acceptance of an offer though not express may sometimes be shown by words, acts or conduct indicating assent to the proposal and thus create a contract. Raff Co. v. Murphy,
The plaintiff had refused to give a two-year lease without the reservation of a right to build a stairway at his option; the defendant had refused to accept a lease with that reservation in it, presumably because *434
the loss of sixty to eighty square feet of the floor space would render the premises less desirable for the purposes of a library. The plaintiff then made his offer "to carry the defendant on a yearly basis at the same rental in the event they did not come to an agreement concerning the stairway." This offer is ambiguous. They had already failed to come to an agreement. Did the condition attached to the offer have reference to the then existing inability to agree, or did it refer to a future failure to reach an agreement? If we attach the latter meaning to it, there is nothing in the record to show whether this condition had been met so that the offer could be considered open to acceptance when the defendant began to hold over. We do not know whether the plaintiff at the time the holding over began, had retained the stairway privilege or had waived it. But aside from the condition, the offer itself is of uncertain meaning. An offer must be complete so that unequivocal acceptance will fix the rights of the parties. Occurring when and as it did, this "offer" suggests rather an invitation to continue negotiations for a contract. Berry Sons, Inc. v. Western Union TelegraphCo.,
This conclusion is strengthened by the fact that soon after, the parties began further negotiations for different quarters for the defendant. If they had both considered that there was already an existing contract for a year, it is not reasonable to suppose that new quarters would be sought by both, certainly in the absence of some understanding that the existing lease was to be cancelled, and there is nothing before us to suggest such an understanding. Rather, their conduct indicates that they had been unable to agree upon a lease of the quarters the defendant was occupying because of a difference over the stairway privilege and were trying to find common ground as to some other building so that the plaintiff could retain the defendant as a tenant and the latter could have quarters on a basis satisfactory to it.
We hold that neither the offer nor the claimed acceptance are sufficiently clear and definite to warrant a finding that the holding over created a lease from year to year. The facts bring the case squarely within the terms of the statute and render the holding over a tenancy from month to month.
There is error; the cause is remanded with direction to enter a judgment for the defendant.
In this opinion the other judges concurred.