283 Mass. 225 | Mass. | 1933
This is an action of contract brought to recover rent for the months of April and May, 1932, alleged
To understand the questions of law involved it is necessary to state somewhat at length the facts as disclosed by the record. On or about February 1, 1887, Warren B. Potter, the owner of the premises, executed, as lessor, an indenture of lease of the premises with Louis P. Hollander, T.. Clarence Hollander and Benjamin F. Pitman, partners under the firm name and style of L. P. Hollander & Co., as lessees. The term was for twenty years from that date. On or about January 28, 1904, the owners, who then were and have continued to be trustees and devisees under the will of Potter, made an agreement with the lessees extending the term of the lease for the further term of ten years from January 31, 1907. Louis P. Hollander died in 1909, and thereafter the business was carried on by the other two partners under the same firm name. On or about December 28, 1910, the then owners entered into an agreement with the two partners whereby the lease of February 1, 1887, as extended, was extended for a further term of ten years from January 31, 1917, at the same rental and upon the same terms and conditions, with one additional provision relating to repairs and improvements to be made upon the demised premises by the lessees. Benjamin F. Pitman died in 1918. Thereafter the business was carried on by T. Clarence Hollander under the old firm name. On June 24, 1919, the defendant was incorporated under the laws of this Commonwealth, its name then being L. P. Hollander Company. From the defendant’s brief it appears that the entire capital stock was issued to T. Clarence Hollander. On June 30 of that year by a written instrument, he transferred to the defendant “all . . . [his] right, title and interest to the business hitherto conducted by . . . [him] under the name of L. P. Hollander & Company. ...” The bill of sale “specifically covers all the cash on hand . . .
The general contention of the defendant is that its relation to the property has never been that of lessee, but only that of licensee, subtenant or assignee, and that, when it ceased to occupy the premises and with the consent of the
The agreement of October 3, 1922, must be examined in the light of all the circumstances in order to ascertain the meaning of its language as used by the parties, New York Central Railroad v. Stoneman, 233 Mass. 258, 262, McClintic-Marshall Co. v. Freedman, 274 Mass. 558, 563, and with the guide of established principles for the construction of contracts. It is plain that, whatever the form of the agreement, the substance was that the defendant was to have the rights and be subject to the obligations of lessee as measured by the terms of the agreement. We have not found a case containing facts sufficiently similar to be of assistance here. However, it is a well settled principle that a construction rendering a contract valid and enforceable is to be preferred to one which makes it void or its performance impossible or meaningless. Vickers v. Electrozone Commercial Co. 67 N. J. L. 665, 676. Russell v. Phillips, 14 Ad. & El. (N. S.) 891, 901. Williston on Contracts, § 620. “All agreements, if possible, are to be construed so as to give them effect, and so as to be in harmony with law and justice.” Old Colony Street Railway v. Brockton & Plymouth Street Railway, 218 Mass. 84, 91. “The rules guiding the courts in such cases will not permit of a construction that would render the contract practically inoperative and a nullity.” Commercial
When the recital of parties in a lease makes it ambiguous as to whether the owner was intended to be the lessor, it will be presumed that the lease was intended to be made between parties capable of making it, and the lease will, in such circumstances, be so construed as to make the owner the lessor. Whitson v. Adams, 93 N. J. Eq. 456. See also Chapman v. Smith, [1907] 2 Ch. 97. In the present case the defendant contends that the effect of the agreement of October 3,1922, was to impose the obligations of the lease on the original lessees, although at that time two of them had died. From some time in 1918 the business established by the three original lessees had been conducted alone by T. C. Hollander, and from June 30, 1919, by a corporation to which he had transferred it. While the agreement recites that T. C. Hoi-' lander had authority to sign for the defendant, it contains no recital of authority on the part of any one to impose an obligation on the estates of the two deceased lessees. The business previously had been sold to the defendant corporation. Almira Pitman, executrix of Benjamin F. Pitman’s estate, owned seventy-five hundred preferred shares of the defendant’s stock, but this appears to have been in her individual, and not in her representative, capacity. In view of the contention that the original lessees were to be held liable the following sentence from Guernsey v. Cook, 117 Mass. 548, at page 550, seems pertinent: “To hold the company bound by promises in which it has no interest, there ought to be unequivocal evidence that such was the intention of the contracting parties.” It is not reasonable to suppose that the defendant believed it had any right to impose obligations upon the estates of the two original lessees then deceased. The statements of agreed facts do not disclose how many of these facts were known to the lessors, but the agreement of October 3, 1922, recites that L. P. Hollander & Co. had been succeeded by a corporation plainly shown to be the defendant. The lessors knew that the defendant had conducted the business on the leased premises, and it must be inferred that they knew that Louis P. Hollander and Benjamin F.
If it is true, as the defendant contends, that the agreement of October 3, 1922, did not result in a change of the defendant’s status after January 31, 1927, to that of a lessee, it cannot be held liable for rent accruing after it had, with the owners’ consent, assigned its interest in the lease to L. P. Hollander Company Inc. The circumstance that the defendant signed the agreement is evidence that it intended to bind itself. Its suggestion, that the signing of the agreement by T. Clarence Hollander as president merely indicated that he approved it, is not conclusive. It cannot be inferred that a business man at the head of an important corporation and with long business experience would make with much formality a mere gesture. The natural method of carrying out an intent to continue the rights and liabilities of the original lessees would have been to deal directly with the representatives of both deceased partners and with T. C. Hollander in his own behalf. The form of his signature shows that he signed as the agent of the defendant, and it may reasonably be thought that the defendant was intended to be bound thereby. The vote of the defendant’s directors authorized
It is manifest that the word “lessees” appearing in the last clause of the agreement refers to the persons then carrying on the business and not to the lessees referred to in the introductory clause. The contention of the defendant that at most it was only that of an assignee of the lease and the extensions thereof cannot be sustained. Plainly the defendant did not intend to place itself in a position where it would have been ejected from the premises at the will of the lessor. Whether or not the language of the instrument transferring the business to the defendant was broad enough to include an assignment of the lease, the owners did not then know of the existence of that instrument. They had not given any formal consent to the assignment. On the defendant’s construction of the lease, and in view of the considerations above described, after January 31, 1927, there would have been no lessee of whose leasehold the defendant could have been an assignee. Furthermore, the natural way to continue the management under which the defendant’s liability “was at most that of an assignee” would have been to deal directly with the lessees of the then existing lease. That they did not so deal justifies the inference that such was not the intent of
In view of all the facts as shown by the evidence and the reasonable inferences to be drawn therefrom the defendant’s contention that it never became a lessee of the property but was no more than a licensee, subtenant or assignee of the premises cannot be sustained. The mutual agreement dated October 3, 1922, must be construed as creating a new term to the defendant as lessee to run from the year 1927 to 1947 in accordance with the terms of that agreement. The provisions in the originallease and the subsequent extensions as
The finding for the plaintiffs and the order for judgment must be affirmed.
So ordered.