Opinion
Argued October 26, 1893
Decided November 28, 1893
Edward Hinman for appellants. William G. Choate for respondents.
The appellants' counsel, in contending that it was absolutely optional with his clients to grant an additional term to the respondents, has made an ingenious argument, which he bases upon the apparent incompatibility of a construction of the last clause in the lease, which would make their right to elect contingent upon what the owners might elect in respect to a new lease to them, with the right to elect, previously given to them in the body of the lease, to terminate the tenancy in 1891. We think the inconsistency is more apparent than real, and that a careful consideration of the lease to the plaintiffs, in connection with the principal lease by the society, and with all the circumstances, renders it sufficiently clear that the last clause was intended to qualify the option which had preceded. Beard's lease, in 1849, from the society gave him an absolute right to a renewal of that lease, if he had complied with the agreements therein on his part; but left it optional with the society, at the expiration of such renewal term, to grant a further, or third, lease, and, again, at the expiration of the third term, to grant a further, or fourth, term. Thus Beard was assured of forty-two years of lease, and might possibly hold the premises for eighty-four years in all, if the owners did not elect to terminate the holding and pay him the value of his improvements. Two years after obtaining his lease, Beard carved out of the leasehold estate a lesser leasehold estate in favor of Robinson and Woodruff; providing in the lease to them for a first term of nineteen years, and agreeing that they should have a further term of twenty-one years, if they shall have complied with the conditions and covenants of the lease. The coterminous periods of time, and a similarity in provisions with the original lease, exhibit a plan to substitute his lessees in his place in respect to that portion of the leasehold estate; which the final clause, expressly extending to them such rights and privileges as he shall, at any time, acquire from the owners, makes indubitable. The leases are drawn with great precision and prevision, in the arrangement of the future relations of the parties and in the definition of their relative obligations and duties; and it is very evident that, in drawing the first renewal lease of 1870 to Robinson Woodruff, Beard's draughtsman followed as his model for covenants and conditions the first lease of 1851. In this way, doubtlessly, occurred inadvertently the insertion of the exception as to further renewals, when providing for a new lease with like covenants, etc., as were thereinbefore contained; when there was no prior covenant for renewal. The premises leased by the society consisted of lands bordering upon and under water, which were to be improved and reclaimed by the lessees. The lessors were benefited by an arrangement, under which their waste lands would be made profitable to them; while to the lessees were assured such a quality and certainty of interest as to warrant the investment of his capital in the improvement of the land. In the execution of his projects, he makes a lease to others of a portion of the estate; which contemplates the improvement of the property by his lessees, and which apparently secures to them the same quality and certainty of interest, as had been assured to him in the enjoyment of his estate. Considering the circumstances alluded to, in the situation of the land, and the scheme of the lease, by which a profit was contemplated through a very long leasehold, it is perfectly evident that Beard intended to give to Robinson and Woodruff the same advantages and opportunities with respect to the property as he possessed, and gave legal expression to that intention by a clause, which practically substituted them in his place under any grant of rights and privileges, in relation to renewals, or to use, which the owner of the property might at any time make. If we deny to that emphatic clause the force which its plain reading conveys, it seems absolutely useless. The appellants' counsel says that, because the language used is "rights and privileges in regard to a renewal of the lease," a renewal was not intended and that the lessor must be deemed to have referred to the terms, conditions, or compensation, to govern if he should permit a renewal of the lease. We cannot agree to so refine away its meaning. The agreement therein expressed is as to "any rights or privilege at any time granted * * * in regard to the renewal of the aforesaid lease * * * or in relation to the use and enjoyment of the said premises." This language is not ambiguous. Its reasonable construction is to give to it a two-fold-reference; the expression of the intention that not only shall the grant by the owners of the future terms inure to the benefit of the sub-lessee, but, also, any future enlargement by them of the right to use and enjoy the property. Such a construction is not only reasonable, but it is in accord with that just view of the transaction which seeks to give effect to every fair agreement of the parties, and deduces their intent from a consideration of the circumstances and from a fair reading of the instrument. Nor does such a construction of this last clause in the lease operate to nullify the option previously given to Beard in his lease, to refuse a further term and to pay the value of the buildings. It operates to qualify it; so that, if Beard should obtain from his lessors the grant of another term of lease, he could not elect to terminate his sub-letting to Robinson and Woodruff. If his lessors should elect to determine their lease to him, then Beard could exercise his election to terminate the holding of his sub-tenants, pay them the value of their buildings, and obtain from his lessors that value, in addition to the other values they would be liable to pay as a condition of the termination of the tenancy. The lease might have been drawn in clearer terms in these respects; but that is no reason for refusing to give effect to an agreement on the lessor's part so obviously desirable and beneficial to the lessees, as to suggest that it was a dominant inducement for the lease. It is right that the construction should be strictly against the lessor in such a case; for thereby a perfectly just result is reached, which is in accord with the circumstances and probabilities of the case. In the construction of this, as of every other instrument, it is not a question of whether better and apter language could have been used to express the intentions of the parties; but whether they are so clearly inferable from the whole instrument as to outweigh the difficulties arising from the inartificial, and possibly inadvertent, use of words and phrases and a nicety of reasoning to prevent their effectuation.
From a careful consideration of the lease to the plaintiffs' predecessors in interest, we think the only and proper construction is, that the right of election in Beard with respect to granting a new lease to plaintiffs was qualified by the subsequent and last clause of the lease. That must govern the relations of the parties and entitles the sub-lessees to as many new terms of lease as their lessor shall obtain from the owners of the property by virtue of the covenants in their lease to him.
A more elaborate discussion of this case is unnecessary.
In our judgment, the conclusions of the court below were right, and the judgment appealed from should be affirmed, with costs.
All concur.
Judgment affirmed.