This appeal involves a lease agreement between Synergy Gas Corporation (Synergy) and H. M. Orsburn & Son, Inc., (Orsburn). Synergy contends the chancellor erred in finding that Synergy failed to exercise its option to extend its lease and that it could have exercised the option to purchase contained in the lease only during a validly effected extension of the lease. The chancellor further held the option to purchase was void under the rule against perpetuities. We affirm.
On September 11, 1972, Orsburn and Sun Oil Company entered into a lease for real property for a primary term beginning January 1,1973, and ending January 1,1983. This lease provided for rent of $150.00 per month. On December 14,1981, the lease was assigned to Synergy. The lease contains the following pertinent clauses:
Paragraph 3:
Lessor hereby grants unto Lessee the continuing option of extending the primary term of this lease for four (4) additional separate periods of five (5) years each, at the same rental and upon the same terms and conditions as the primary term, said options to be exercised as to each such extension period only by written notice to Lessor at least thirty (30) days prior to the expiration of the primary term hereof or the current extension period . . . (Emphasis added.)
Paragraph 4\
Lessor hereby grants to Lessee the exclusive right, at Lessee’s option, to purchase the demised premises . . . at any time after the primary term of this lease or at any time during the extension or renewal periods thereof, (a) for the sum of Eighteen Thousand Dollars ($18,000.00); . . . (Emphasis added.)
Paragraph 15 of the lease is also relevant and provides that all notices given under the lease shall be effective if sent by registered mail. It further provides that the date of service shall be the date the notice is deposited in the post office.
Synergy gave notice, .by a registered letter postmarked December 3,1982, that it was-exercising its option to extend the lease from January 1,1983, to January 1,1988. On December 6, 1982, H. M. Orsburn wrote Synergy, stating that, as he had not heard from Synergy, he assumed that Synergy did not want to extend the lease and the lease would be cancelled. On December 15,1982, Mr. Orsburn wrote Synergy informing it of the receipt of Synergy’s letter postmarked December 3, 1982, and stating that, because the letter provided less than the thirty-days notice required by the lease, all options to re-lease or purchase were cancelled. Mr. Orsburn further informed Synergy that he would consider negotiating a new lease.
From January through March, 1983, Synergy remitted and Orsburn accepted $150.00 a month as rent. From April through December, 1983, Synergy remitted and Orsburn accepted $400.00 a month as rent. Negotiations for a new lease took place during this time, but none was ever signed.
On December 13,1983, Synergy sent by registered mail a letter purporting to exercise the option to purchase the property for $ 18,000, the figure specified in the lease. Mr. Orsburn refused to honor this purported exercise of the option and, on December 22, 1983, wrote Synergy that its “month-to-month tenancy is terminated and cancelled.” In January 1984, Synergy submitted $150.00 to Orsburn as final lease payment under its purported exercise of the option, which Orsburn refused to accept. Synergy then brought a suit for specific performance of the option to purchase, which the chancellor denied.
Synergy first contends that the chancellor erred in holding that the extension of the lease was invalid because Synergy failed to give thirty-days notice. We must affirm the chancellor’s findings of fact unless they are clearly erroneous or clearly against the preponderance of the evidence, Integon Life Insurance Corp. v. Vandegrift,
Synergy argues that, because the lease is a long-term lease, it should not be held to a strict count of days, citing Riverside Land Co. v. Big Rock Stone & Material Co.,
Synergy’s next contention is that, even if the lease was not extended properly, the chancellor erred in holding that Synergy’s attempted exercise of the option to purchase was invalid and that the option could only be exercised during a proper extension of the lease. We note that the chancellor failed to specify his reason for making this particular finding. Nonetheless, because we review equity appeals de novo, we will affirm a correct decision of the chancellor if we find the record shows an appropriate reason for affirmance. Sossamon v. Davis,
It is settled Arkansas law that an option to purchase contained in a lease expires when the lease is terminated or rescinded, unless separate consideration is given for the option. See Cockrum v. McCallie,
Because we have upheld the chancellor’s finding that the option expired upon Synergy’s failure to effectively extend the lease, we need not decide whether the option to purchase violated the rule against perpetuities.
Affirmed.
