Windsor Hotel Co. v. Hawk, 49 How. Pr. 257

Windsor Hotel Co. v. Hawk

49 How. Pr. 257 | The Superior Court of New York City | 1875

Curtis, J.

The lease to the defendants is for the term of ten years from the 1st of May, 1873, with a provision that no rent shall be paid for the premises until the same be finished and ready for occupation; and if, as was the case, they were not completed on the 1st of May, 1873, that the rent should be $75,000 per annum for one year after such completion. It then designates the rent for the second year as $100,000, and for the third, fourth and fifth years, $120,000, and as payable the first of August, November, February and May, and then states that the rent for the balance of the unexpired term shall be at the rate of $140,000, payable monthly. The premises were not completed until September 10, 1873.

*261If the plaintiff Daly intended that the rent should have been at the rate of $75,000 for the first year of the term of ten years, he should have so expressed himself in the lease. Instead of that, he says in his lease that the rent shall be $75,000 per annum for one year after the completion.

He also omits the ordinary language in respect to quarterly payments, and on the usual quarter days, not indicating even in these provisions that he regarded the year for the payment of rents as expiring on the first of May in each year of the term. He also omits to designate the final years of the term as the respective years by which the amount of rent is to be determined, but designates them as the balance of the unexpired term.

There is nothing to show, either in the lease or in the evidence, that the defendants understood the lease to mean otherwise than what they claim. There is no evidence of any mistake on their part, and it is their right to place such construction upon the instrument as its language fairly warrants.

The plaintiffs claim that the phrase limiting the rent to $75,000 for one year after the completion of the premises was carelessly drawn. If the lessor of premises chooses to give a lease not expressed in the clear and precise langnag’e ordinarily employed to express the intentions of the parties, and to avoid doubts and questions in that class of instruments, he must be bound by the phraseology he uses. It is too late, after the lessee has entered into possession of the premises under the lease, and acted in accordance with its apparent obligations in good faith, for the lessor to successfully claim that he prepared it carelessly and misunderstood its force, and ask to recover judgment for an amount of rent not called for by the lease. The plaintiffs claim to recover $9,136.11, and this alleged deficiency will increase as the term of the lease expires, if it is construed as the plaintiffs insist.

The language of the lease does not appear to be ambiguous. The defendants’ position seems to be fairly sustained, viewing *262the instrument as a whole. It could not have been the intention of the parties, if the completion of the hotel had been delayed until May 1st, 1874, that the defendants should have lost their right to pay the diminished rent of the first year, $75,000, during the twelve months thereafter.

But even if there was an ambiguity, the construction must prevail that is most strong against the lessor, for he might have expressed himself more clearly, and every man’s grant is to be taken most strongly against himself (Folts agt. Huntley, 7 Wend., 214; Ripley agt. Larmouth, 56 Barb., 21; Gifford agt. First Presb. Church of Syracuse, 56 Barb., 114).

I am led to the conclusion that the plaintiffs have failed to establish a cause of action against the defendants, and that their complaint should be dismissed, with costs.

Hot®. — Findings may t>e settled on four days’ notice to plaintiff.