Robinson v. Martel Enterprises, Inc.

337 So. 2d 698, 1976 Miss. LEXIS 1577
CourtMississippi Supreme Court
DecidedSeptember 21, 1976
Docket48844
StatusPublished
Cited by24 cases

This text of 337 So. 2d 698 (Robinson v. Martel Enterprises, Inc.) is published on Counsel Stack Legal Research, covering Mississippi Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Robinson v. Martel Enterprises, Inc., 337 So. 2d 698, 1976 Miss. LEXIS 1577 (Mich. 1976).

Opinion

337 So.2d 698 (1976)

D.G. ROBINSON
v.
MARTEL ENTERPRISES, INC., et al.

No. 48844.

Supreme Court of Mississippi.

September 21, 1976.

*700 Stone & Graham, W. Welborn Johnson, Columbus, for appellant.

Patterson & Patterson, Aberdeen, Tubb, Stevens & Morrison, West Point, James H. Mathis, Corinth, for appellee.

Before GILLESPIE, C.J., ROBERTSON and LEE, JJ., and MIKE CARR, Commissioner.

MIKE CARR, Commissioner for the Court:[1]

On June 5, 1972, Martel Enterprises, Inc., grantor, entered into a contract with D.G. Robinson, grantee, for a "Lease & Option to Purchase" 926.83 acres of land in Clay County, Mississippi. The lease provided for annual rental payments plus interest and gave Robinson an option to purchase the property for a purchase price of $200 per acre.

On July 2, 1974, a declaration was filed in the Circuit Court of Clay County, styled "Martel Enterprises, Inc. v. D. Glenn Robinson," demanding judgment against Robinson for $12,758.66, alleging that the yearly rental payments plus interest under the lease were in default.

On October 3, 1974, D.G. Robinson filed this suit in the Chancery Court of Clay County, seeking specific performance of his option to purchase under the "Lease & Option to Purchase" contract, or, in the alternative, damages for a breach of the contract. Attached to and made a part of the bill of complaint filed herein was a copy of the "Lease & Option to Purchase," as Exhibit A, and a copy of the "Acceptance of Option" as Exhibit B. The "Acceptance of Option" was dated December 6, 1973, and Paragraph 4 of the "Lease & Option to Purchase" provided as follows:

4. The grantee herein reserves unto himself an option to purchase said property from the grantor or its assigns or successors in office, the aforementioned described property for a purchase price of $200.00 per acre, said option to be exercised before December 31, 1973, by giving of notice to the grantee herein at its address aforementioned by U.S. postage prepaid mail, at least 30 days in advance of the exercising of said option.

By agreement of all the parties, the circuit court action was transferred to the Chancery Court of Clay County and consolidated with this suit in order that all the disputed issues might be adjudicated together.

Martel Enterprises, Inc., and W.R. Rhoades filed an answer to the Bill for Specific Performance, and all four defendants filed demurrers to said bill. Briefs and oral arguments were presented by counsel, and the Chancellor entered a decree finding that the option contract provided that the notice to exercise the option must be given by December 1, 1973, that the notice provision was not ambiguous, that the bill and exhibit "B", being the notice of acceptance of the option, showed on its face that the notice was not timely given, and that time was of the essence of the option by the very nature of the contract. The Court further found that since said option was not properly exercised, the complainant was not entitled to specific performance and could not be entitled to damages or the other relief *701 sought in the bill. Therefore, the court sustained the defendants' demurrers in their entirety and dismissed the bill with prejudice, but provided that said dismissal would not affect the suit of Martel Enterprises, Inc., originally filed in the Circuit Court of Clay County, seeking recovery of rent due under the contract.

From the chancellor's decree sustaining appellees' demurrers, the appellant has prosecuted this appeal, assigning as error the chancellor's action in sustaining appellees' demurrers.

A demurrer to a complaint raises an issue of law as to the legal sufficiency of the facts in the complaint to state a cause of action. Therefore, for the purpose of a hearing on the demurrer, all well-pleaded facts must be taken as true. Griffith, Mississippi Chancery Practice, § 286 (2d ed. 1950).

Appellant alleged in his bill of complaint and contended in his brief that paragraph 4 of the "Lease & Option to Purchase" is vague, ambiguous and subject to several interpretations. A portion of paragraph 4 requires notice to be given "to the grantee herein." Since appellant is the grantee, on its face, this paragraph required Robinson to give notice to himself of his intent to exercise the option. Appellees contend that the use of "grantee" was a mere typographical error and that the court should read the contract as saying "grantor."

A written contract should be construed according to the obvious intention of the parties, notwithstanding clerical errors or inadvertent omissions therein, which can be corrected by perusing the whole instrument. If an improper word has been used or a word omitted, the court will strike out the improper word or supply the omitted word if from the context it can ascertain what word should have been used. 17 Am. Jur., Contracts, § 280.

The general rule in interpreting contracts is that the court will look only to the "four corners" of the instrument to ascertain and give effect to the intention of the parties. In Rubel v. Rubel, 221 Miss. 848, 75 So.2d 59 (1954), the Court said:

"The intention of the parties must be collected from the whole agreement, and every word therein must be given effect, if possible, and be made to operate according to the intention of the parties." It is also well settled that the words of a contract should be given a reasonable construction, where that is possible, rather than an unreasonable one; and the court should likewise endeavor to give a construction most equitable to the parties, and one which will not give one of them an unfair or unreasonable advantage over the other. 75 So.2d at 65.

Paragraph 5 of the "Lease & Option to purchase" provides that "if the grantee herein decides to exercise his option, that upon the giving of his notice and the tendering of consideration, the grantor will waive the lease or rental fee... ." The contract was between Martel Enterprises, Inc., lessor/grantor, and D.G. Robinson, lessee/grantee. Paragraph 4 provides "said option to be exercised before December 31, 1973, by giving of notice to the grantee herein at its address aforementioned by U.S. postage prepaid mail at least 30 days in advance of the exercising of said option." (Emphasis added). We feel that a reasonable interpretation, rather than an unreasonable one, should be applied in interpreting this contract. The use of the pronoun "its" in paragraph 4 with reference to the address of the party to whom notice is to be given evidences the fact that notice was to be given to the corporation, Martel Enterprises, Inc., the grantor; and that the use of the word "grantee" was a clerical error. Also, we think that paragraphs 4 and 5 of the contract should be construed together, and when so done, it is apparent that the parties intended that the notice was to be given to the grantor. No apparent purpose would be served if Robinson gave notice to himself of his intent to exercise the option. With the word "grantee" in the clause, it has no meaning or purpose, but when the word "grantor" is substituted, the clause becomes clear and its meaning readily ascertainable.

*702 Appellant also contends that paragraph 4 is ambiguous because it required Robinson to give 30 days notice prior to the formation of his "mental intent" to purchase the property. There is no reference to "mental intent" in paragraph 4 or anywhere else in the contract.

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Bluebook (online)
337 So. 2d 698, 1976 Miss. LEXIS 1577, Counsel Stack Legal Research, https://law.counselstack.com/opinion/robinson-v-martel-enterprises-inc-miss-1976.