Conroy v. Amoco Oil Co.

374 So. 2d 561
CourtDistrict Court of Appeal of Florida
DecidedAugust 7, 1979
DocketLL-292, LL-328
StatusPublished
Cited by5 cases

This text of 374 So. 2d 561 (Conroy v. Amoco Oil Co.) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Conroy v. Amoco Oil Co., 374 So. 2d 561 (Fla. Ct. App. 1979).

Opinion

374 So.2d 561 (1979)

Francis P. CONROY, II, Appellant,
v.
AMOCO OIL COMPANY, Appellee.
Lula M. MANN, As Trustee of the Estate of Charles H. Mann, Sr., Appellant,
v.
AMOCO OIL COMPANY, Appellee.

Nos. LL-292, LL-328.

District Court of Appeal of Florida, First District.

August 7, 1979.

Earl M. Barker of Marks, Gray, Conroy & Gibbs, Jacksonville, for Case LL-292 for appellant and for Case LL-328 for appellee.

Marshall W. Liptak of Knight, Kincaid, Poucher & Harris, Jacksonville, for Case LL-328 for appellant and for Case LL-328 for appellee.

Judson Freeman of Freeman, Richardson, Watson, Slade, McCarthy & Kelly, Jacksonville, for Case LL-328 for appellant and for Case LL-292 for appellee.

LARRY G. SMITH, Judge.

In this case the trial court construed a lease agreement between appellee Amoco Oil Company and appellant Lula M. Mann, and entered final judgment in favor of *562 Amoco for specific performance of a fixed price purchase option contained in the lease.

The issue for our consideration is whether Amoco's option to purchase the property it leased from appellee Mann for the fixed price of $35,000.00 as specified in the lease was terminated because of Amoco's earlier rejection of the opportunity to purchase the property under a "first refusal" option[1] when notified by the lessor, Mann, of her proposal to sell the property to appellee Conroy for a price of $62,500.00. Since the facts are not in dispute, resolution of this controversy will depend entirely upon whether we agree with the trial court's construction of the lease provisions concerning the fixed price option, and the first refusal option.

A brief statement of the factual background that gave rise to this litigation is as follows: Mann leased property to Amoco. Mann wanted to and did contract to sell to Conroy. Mann was required to by the lease, and did, notify Amoco that Conroy wanted to buy for $62,500.00. Amoco declined to buy, although it had the option of first refusal. Later, Amoco decided it would buy, but maintained the right to buy for $35,000.00, since the lease also provided an option to purchase for that amount. Mann refused to sell for $35,000.00, and the contract to sell to Conroy was still in effect, but the sale had not been completed. Conroy therefore filed suit for declaratory judgment against both Amoco and Mann, asking the court to declare his rights under the contract to buy from Mann. Amoco cross-claimed for specific performance against Mann, because it claimed the right to buy the property for $35,000.00 under the fixed price option. Both Conroy and Mann claimed that Amoco lost its right to buy for $35,000.00 under the fixed price option by refusing to buy for $62,500.00 under the first refusal option. The trial judge disagreed with Mann and Conroy, and granted specific performance for Mann to convey to Amoco for $35,000.00.

Paragraph 6(a) contains the fixed price purchase option, and 6(b) contains the first refusal option. These provisions are as follows:

"6. (a) LESSEE is hereby granted the right and option to purchase the demised premises together with all buildings, improvements and equipment of LESSOR thereon, including all buildings and improvements hereafter erected upon the demised premises by LESSOR at any time during the term of this lease or any renewal period at and for the price of Thirty-Five Thousand dollars ($35,000.00) in fee simple. * * *
"(b) If the LESSOR at any time during the term of this lease or any renewal or extension thereof receives a bona fide offer to purchase the demised premises which offer the LESSOR desires to accept, LESSOR agrees to give LESSEE thirty (30) days' notice in writing of such bona fide offer, setting forth the name and address of the proposed purchaser who has made the offer, the amount of the proposed purchase price, and the terms of payment thereof. The LESSEE shall have the first option to purchase the demised premises within the above mentioned thirty day period at the same price and on the same terms of any such proposal. In the event that the LESSEE does not exercise its option to purchase the demised premises within the aforesaid period and said premises for any reason are not sold pursuant to the bona fide offer set forth in the notice, then LESSEE shall have, upon the same conditions of notice, the continuing first option to purchase the said premises upon the terms of any subsequent bona fide offer or offers to purchase. Should LESSOR, in the absence of the exercise by LESSEE of its option to purchase hereunder, consummate a sale to any such bona fide offerer, such sale shall not, however, in any manner affect the right, title, interest and estate of LESSEE under this lease or any options therein contained."

*563 Paragraph 15 of the lease provided as follows:

"15. No assignment or change of interest by LESSOR in the premises hereby demised, whether recorded or unrecorded, shall be binding upon LESSEE unless and until LESSEE shall be actually notified thereof by registered mail, and in no event shall such assignment or change of interest affect this lease or the renewal or purchase option rights of LESSEE hereunder."

We conclude, as did the trial judge, that the provisions of the lease, considered in their entirety, disclose an intent that the fixed price purchase option was to survive notwithstanding the failure of Amoco to purchase upon notification by the lessor of its desire to accept the offer of a third party to purchase the property. There is no provision in the lease expressly providing for termination of the fixed price purchase option under any circumstances. On the other hand, there is explicit language providing for preservation of both options throughout the term of the lease. Paragraph 6(b) clearly provides that in event lessee declines to exercise its option to purchase after receiving property is not sold to the proposed purchaser, then the lessee shall continue to have the same first option to purchase upon the terms of any subsequent bona fide offer to purchase. Continuing further, the last sentence of paragraph 6(b) provides that if the lessee declines to purchase under the first refusal provisions, and if lessor consummates a sale to a third party, "such sale shall not, however, in any manner affect the right, title, interest and estate of LESSEE under this lease or any options therein contained" (emphasis supplied). The term "or any options" is all inclusive, not limited in any fashion, and must be given its full meaning and intent in construing the lease.

Furthermore, paragraph 15 specifically provides for preservation of all purchase option rights in event of an assignment or change of interest by the lessor:

"No assignment or change of interest by LESSOR in the premises hereby demised ... shall ... affect this lease or the renewal or purchase option rights of LESSEE." (Lease, paragraph 15) (emphasis supplied)

An "assignment", or "change of interest by LESSOR in the premises hereby demised", are terms broad enough to contemplate a sale either of a partial or the entire interest of the lessor in the property, although it is not necessary to base our decision upon such an interpretation. Cf. Texaco, Inc. v. Rogow, 150 Conn. 401, 190 A.2d 48 (1963).

Appellants advise in their briefs that there is no Florida case law governing this controversy.

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Related

Powertest Corp. v. Evans
665 F. Supp. 134 (D. Connecticut, 1986)
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374 So. 2d 561, Counsel Stack Legal Research, https://law.counselstack.com/opinion/conroy-v-amoco-oil-co-fladistctapp-1979.