Nevada Bank of Commerce v. Three Seas Corp.

446 P.2d 647, 84 Nev. 615, 1968 Nev. LEXIS 422
CourtNevada Supreme Court
DecidedNovember 8, 1968
DocketNo. 5523
StatusPublished
Cited by2 cases

This text of 446 P.2d 647 (Nevada Bank of Commerce v. Three Seas Corp.) is published on Counsel Stack Legal Research, covering Nevada Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Nevada Bank of Commerce v. Three Seas Corp., 446 P.2d 647, 84 Nev. 615, 1968 Nev. LEXIS 422 (Neb. 1968).

Opinion

[616]*616OPINION

By the Court,

Mowbray, L:

Nevada Bank of Commerce appeals from a judgment of $16,050 awarded respondent, Three Seas Corporation, for damages resulting from breach of a lease agreement between the parties. Respondent has cross-appealed, claiming interest due on the $16,050 award and additional damages of $16,721, representing certain improvements to the leased premises which appellant was bound by the lease agreement to install. The trial judge before whom the case was tried found that the parties had entered into a binding written lease agreement and were bound by its terms. To this finding the appellant strenuously objects, upon the grounds that the parties failed to reach a binding agreement because appellant never approved in writing the plans and specifications covering the finishing and refurbishing of the leased premises.

The record discloses that the parties began negotiations in December 1963 for the rental of the ground floor of respondent’s building, which appellant desired to lease for use as a temporary banking facility. Appellant desired the facility for a short period only, as plans were under consideration for the construction of permanent quarters by First Western Financial Corporation of Las Vegas, which corporation had earlier, in August 1963, purchased practically all (99.06 percent) of appellant’s stock. Mr. Melvin Moss, Executive Vice President of First Western Financial Corporation, with appellant’s [617]*617approval and authority, negotiated with Mr. Joseph Foley, a Director of respondent, and agreed upon a 1-year, ground-floor lease in respondent’s building, with two successive 1-year options for renewal.

Since the ground-floor space to be rented required finishing and refurbishing, so that it could be used for the purposes intended, two rental alternatives were discussed: (1) Respondent agreed to bear the costs of finishing and refurbishing, in which event appellant agreed to pay a monthly rental of 65 cents per square foot, or (2) appellant agreed to pay the costs to be incurred in the finishing and refurbishing, in which event the agreed monthly rental would be reduced to 45 cents per square foot. It was understood that the cost of the improvements was estimated at about $15,000, not considering the contractor’s fee.

The second proposal was agreed upon, and the parties reduced their agreement to a written lease. The lease was signed and acknowledged on January 27, 1964, by appellant’s corporate officers, President D. B. Bates and Secretary D. R. Heidrich. The agreement contained the following rental provisions :

“2. RENTAL PROVISIONS

“(a) The Lessee shall pay to the Lessor as and for rent for the premises the sum of $16,050.00 per year, and in addition thereto, a sum equal to the total cost to Lessor for the fabrication and installation of a ceiling, lighting fixtures, power outlets, heating and air-conditioning duct work, flooring, and alterations to the entrance or entrances done pursuant to plans and specifications approved in writing by the Lessee.

“(b) The said sum of $16,050.00, together with the cost of the improvements above described, shall be payable by the Lessee in 12 equal monthly installments commencing on the 15th day of March, 1964, and continuing thereafter on the 15th day of each month.”

Appellant urges that, since the final plans and specifications for the finishing and refurbishing were never formally approved in writing by the lessee, the parties never did in fact reach a mutual understanding and therefore the trial court erred in finding that they had effected a binding contract.

We appreciate fully that “plans and specifications” have a most significant and vital meaning in the construction trades and are certainly not an owner’s instruction to the architect, Nave v. McGrane, 113 P. 82 (Idaho 1910), nor a general [618]*618outline of the work to be done, Jenks v. Town of Terry, 40 So. 641 (Miss. 1906), but do include the dimensions and mode of construction and a detailed description of the materials to be utilized in the building to be constructed, and therefore must be thoroughly understood and agreed upon by the parties.

The principal issue for our consideration in this appeal is whether the record before the trial court will support the trial judge’s finding that the plans and specifications were approved by the appellant and that a contract was entered into by the parties, whether it be January 27 or some later date.

The plans and specifications (admitted as Exhibit H) were prepared by the architect and submitted to the appellant on January 27. They were reviewed by appellant’s Secretary, D. R. Heidrich. Mr. Heidrich prepared a list of nine changes to the proposed plans — none as to the specifications — and returned to the architect the plans and specifications containing the changes indicated, with an attached list of the specified changes (Exhibit I) which Mr. Heidrich had signed.

The architect then prepared Exhibit J (the final plans and specifications), which was in accordance with Exhibit H (the original plans and specifications) with the changes designated in Exhibit I. Exhibit J was let out for bids. Several were received, and the low bid of Martin Construction Company of $16,721 was accepted and approved by the appellant. Mr. Bates, President of the appellant, testified in substance during the trial that he had reviewed the plans and specifications with Mr. Heidrich, and knew of and approved Exhibit I and also the final bid of Martin Construction Company.

“DIRECT EXAMINATION

by MR. FOLEY:

“Q. Will you state your name, please?
“A. Donald B. Bates,
“* * *
“Q. Now, Mr. Bates, you signed the lease that’s in evidence here as Exhibit F?
“A. Yes.
“Q. All right. Now, Mr. Bates, were you furnished the plans and specifications that are Exhibit H in evidence?
“A. I have never seen these before.
* i{:
“Q. Yes. Would you read on over to page 10 of that [Mr. Bates’] deposition. Read it to yourself, Mr. Bates, and then I will ask you the question.
[619]*619“A. Okay.
“(Witness complies.)
“A. I said I saw them and I don’t remember it. I guess I did. I said I did then.
* *
“Q. And you recall reviewing this [sic] plans which'are Exhibit H in evidence?
“A. Yes.
“Q. And they were sent back with changes?
“A. Yes.
* Hi
“Q. Now—
“A. But I — Del [Mr. Heidrich] consulted me on all these plans and I went along with him on all of them. As you know what we were trying to do was get the bank open, period.
“Q. Now, you were told about the bids, were you not, that were received?
“A. Yes.
“Q. Mr. Moss told you about them, didn’t he?
“A.

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Bluebook (online)
446 P.2d 647, 84 Nev. 615, 1968 Nev. LEXIS 422, Counsel Stack Legal Research, https://law.counselstack.com/opinion/nevada-bank-of-commerce-v-three-seas-corp-nev-1968.