Drink, Inc. v. Martinez

556 P.2d 348, 89 N.M. 662
CourtNew Mexico Supreme Court
DecidedSeptember 9, 1976
Docket10626
StatusPublished
Cited by15 cases

This text of 556 P.2d 348 (Drink, Inc. v. Martinez) is published on Counsel Stack Legal Research, covering New Mexico Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Drink, Inc. v. Martinez, 556 P.2d 348, 89 N.M. 662 (N.M. 1976).

Opinion

OPINION

MONTOYA, Justice.

In 1963, appellant (Drink, Inc.) entered into a lease agreement with appellees, Manuel A. and Patricia Martinez (Martinez), under the terms of which Drink Inc. leased from Martinez certain land in Corrales containing approximately 0.253 acres on which a bar is situated. The original lease included the liquor license, a building, fixtures and furniture, and contained both an option to renew the lease for successive five-year periods and an option to purchase the premises, including the liquor license, for $36,000.

In 1966, Martinez acquired a tract of land containing approximately 0.369 acres adjoining the land which was the subject matter of the lease, quieted title, and effectively doubled the size of the leased structure by making an addition to that structure which was wholly located on the new tract of land. Accordingly, an amendment to the original lease was negotiated to include the newly-acquired land and structure, and to raise the rent by $75 per month. The amendment provided that all the terms and conditions of the original lease would remain in full force and effeet, except as expressly modified by the amendment. The record indicates that the parties were primarily concerned with amending the lease to provide for increased rental payments to reflect the increased size and value of the premises.

In 1968, Drink, Inc. renewed its lease for an additional five years. In 1973, Drink, Inc. attempted to exercise the option to purchase by tendering the $36,000 purchase price specified in the original lease. This tender was refused, and Drink, Inc. thereupon attempted to exercise its option to renew the lease by tendering the $500 required by the lease. This tender was also refused.

Drink, Inc. thereupon filed suit in the District Court of Bernalillo County to obtain a declaration that the lease and amendment were in full force and effect, particularly that the option to purchase and the option to renew were valid. In addition, Drink, Inc. sought an order for specific performance of the option to purchase clause of the lease, or, in the alternative, specific performance of the option to renew the lease and amendment for an additional five-year period and for subsequent five-year periods.

The case was tried to the court without a jury. The court, relying in part on parol evidence, found, inter alia, that: there was no meeting of the minds as to the renewal of the option to purchase as to the original tract of land and no agreement as to the application of an option to purchase clause to the second tract of land; that the failure of the renewal provisions of the original lease to refer to any renewal of the option to purchase caused the option to purchase provision to terminate; that the option to purchase contained in the 1963 lease had lapsed; that the option to purchase did not extend to the second tract of land which was subject to the 1966 amendment; and that the lease agreement was unconscionable as it applied to Martinez.

Judgment was entered for Martinez and Drink, Inc. appeals. ,

The parties raise three issues on appeal: (1) The admissibility of parol evidence to determine the agreement of the parties; (2) the validity and enforceability of the lease and amendment; and (3) Drink, Inc.’s right under the contract to renew the lease at the end of the present five-year term.

As a general rule, parol evidence will not be allowed to change the terms of an integrated, written agreement. Woodson v. Lee, 73 N.M. 425, 389 P.2d 196 (1963). However, parol evidence may always be introduced to establish that the document is not the true agreement of the parties — that in fact there was no meeting of the minds; that, by reason of mistake, there was no consent to the apparent agreement. See generally S. Gard, Jones on Evidence § 16:4, at 85 (6th ed. 1972).

In Buck v. Mountain States Investment Corporation, 76 N.M. 261, 264, 414 P. 2d 491, 493 (1966), this court used extrinsic evidence to determine the intent of the parties to a contract and declared:

“It is well established in this jurisdiction, and generally, that a court of equity may grant reformation of a contract where either by mutual mistake of the parties, or through mistake on the part of one party and fraud or inequitable conduct on the part of the other party, the written instrument drafted to evidence a contract fails to express the real agreement and intentions of the parties. [Citations omitted.]”

Similarly, the trial court in this case properly admitted evidence of extrinsic circumstances which tended to prove that it was not the true intention of the parties to grant Drink, Inc. the option to purchase the expanded facility and second tract at the price agreed upon for the first tract. If this evidence had been excluded it would have fostered an inequitable result, namely, to allow Drink, Inc. to purchase twice as much land and improvements as was contemplated in the original option. Therefore, parol evidence was properly admitted to show that the parties did not intend that Drink, Inc. would have the right to purchase the entire property, after Martinez had acquired additional land and doubled the size of the premises, for the same price and under the same terms and conditions provided for in the option to purchase.

Under another generally-recognized exception to the parol evidence rule, parol evidence will be admitted to clarify an ambiguity. However, as Martinez’ brief acknowledges, the language and circumstances here indicate more of an incongruity than an ambiguity. The option to purchase clause in the original lease is clear and unambiguous and the amendment to the lease is not ambiguous on its face and makes no mention at all of an option to purchase. It does specifically state that, apart from the changes with reference to' increased rent, expansion of the premises, etc., “[a]ll other terms and conditions of said lease shall remain in full force and effect save as expressly modified herein.” The inconsistency is not apparent from the document itself; only in'light of the surrounding, subsequent circumstances does it become evident that it would be unreasonable, inequitable and unconscionable to interpret the original option to purchase as extending, at the same price, to the second tract and the improvements placed thereon.

However, there is no merit to Martinez’ argument or the court’s finding that the option to purchase the first tract, as provided in the original lease, lapsed or was “extinguished.” The parties agreed to include in the original lease the option to purchase the premises for $36,000, and there is no evidence to suggest that there was any ambiguity, mistake, or even “incongruity” as to this included term. As to the original 0.253 acre tract, the option to purchase is still in full force and effect; the attempted exercise was ineffective only as to the second tract, purchased and made subject to the lease subsequent to the original agreement of the parties. The doctrine of unconscionability was intended to prevent oppression and unfair surprise, not to relieve a party of a bad bargain. Here, the enforcement of the option to purchase would be unconscionable only to the extent of the second tract.

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Bluebook (online)
556 P.2d 348, 89 N.M. 662, Counsel Stack Legal Research, https://law.counselstack.com/opinion/drink-inc-v-martinez-nm-1976.