Taylor v. Carbajal

304 S.W.3d 585, 2010 Tex. App. LEXIS 200, 2009 WL 5277134
CourtCourt of Appeals of Texas
DecidedJanuary 14, 2010
Docket09-09-00035-CV
StatusPublished
Cited by1 cases

This text of 304 S.W.3d 585 (Taylor v. Carbajal) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Taylor v. Carbajal, 304 S.W.3d 585, 2010 Tex. App. LEXIS 200, 2009 WL 5277134 (Tex. Ct. App. 2010).

Opinions

OPINION

CHARLES KREGER, Justice.

Oscar Jewell Taylor and Barbara Taylor appeal a judgment that declares the parties’ rights concerning the exercise of an option to purchase land that the Taylors leased to Elíseo Carbajal and Argelia Car-bajal. The sole issue raised on appeal contends the Carbajals failed to give timely notice of their intent to exercise their option to purchase the property. We hold that the trial court did not err in ruling that the Carbajals gave the Taylors notice of the exercise of the option before the option expired. Accordingly, we affirm the judgment.

Using a pre-printed form selected and modified by Barbara Taylor, the parties executed the lease of commercial property on August 28, 2002. The lease recites that the lessors demised the premises for a term of five years, commencing October 2, 2002, and terminating on October 2, 2007. The lease required payments of $800 per month, and provided that “amount paid on lease will go to purchase of property [587]*587$125,000.” The Carbajals paid an $8,000 security deposit that remained in the Tay-lors’ possession at the time of trial. The dispute primarily arises from the construction of the option to purchase, which reads as follows:

Option to Purchase. Provided that Lessee is not in default in the performance of this lease, Lessee shall have the option to purchase for an additional term of_ months commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal term except that the monthly rent shall be the sum of $__The option shall be exercised by written notice given to Lessor not less than__ days prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time specified, this option shall expire.

The Carbajals remained in possession of the property beyond October 2, 2007, and continued to pay $800 per month in rent. According to Argelia Carbajal, the Taylors demanded that the Carbajals purchase the property for $110,000 in addition to the lease payments that had been made, for a total of $150,000. Jewell Taylor denied that he talked to Elíseo Carbajal about a new price for the property and testified that “we had already agreed and he would intend to buy it at the end of the lease.” Jewell Taylor admitted that he was willing to sell the Carbajals the property at the price agreed to in the lease, but refused to credit the lease payments. Barbara Taylor admitted that their agreement in 2002 was to apply full credit of each and every payment made on the lease, but refused to apply any of the lease payments made after October 1, 2007, toward the purchase price.

On April 23, 2008, the Carbajals gave written notice of their intent to exercise the option to purchase the property. The Taylors rejected the Carbajals’ May 1, 2008, payment and on May 20, 2008, gave written notice to vacate the premises by July 1, 2008. The Carbajals filed a petition for declaratory judgment and deposited $50,000 into the registry of the court as the balance due on the purchase price of the property.

The trial court found that the Taylors “prepared the lease agreement and left blank time frames on Lessor’s remedies on default and option to purchase.” The trial court found the balance due by the Carba-jals on the purchase price for the property was $55,055.70. The Carbajals deposited an additional $5,055.76 into the registry of the court.

The Taylors contend the option expired on October 1, 2007. The Carbajals contend the option to purchase remained in effect while they remained in possession of the property and not in default.

In construing a written contract, the primary concern of the court is to ascertain the true intentions of the parties as expressed in the instrument. J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex.2003); Gulf Ins. Co. v. Burns Motors, Inc., 22 S.W.3d 417, 423 (Tex.2000); Coker v. Coker, 650 S.W.2d 391, 393 (Tex.1983). To achieve this objective, courts should examine and consider the entire writing in an effort to harmonize and give effect to all the provisions of the contract so that none will be rendered meaningless. J.M. Davidson, Inc., 128 S.W.3d at 229; Coker, 650 S.W.2d at 393. Contract terms are given their plain, ordinary, and generally accepted meanings unless the contract itself shows them to be used in a technical or different sense. Heritage Res., Inc. v. NationsBank, 939 S.W.2d 118, 121 (Tex.1996); W. Reserve Life Ins. Co. v. Meadows, 152 Tex. 559, 261 S.W.2d [588]*588554, 557 (1953); see also [Provident Life & Accident his. Co. v.] Knott, 128 S.W.3d [211,] 219 [ (Tex.2003) ].

Valence Operating Co. v. Dorsett, 164 S.W.3d 656, 662 (Tex.2005).

First, we must determine whether the lease expired in October 2007 or remained in effect on the date the Carba-jals gave notice of exercise of the option. The general common law rule provides that “[a] tenant who remains in possession of the premises after termination of the lease occupies ‘wrongfully’ and is said to have a tenancy at sufferance.” Bockelmann v. Marynick, 788 S.W.2d 569, 571 (Tex.1990). “Under the common law holdover rule, a landlord may elect to treat a tenant holding over as either a trespasser or as a tenant holding under the terms of the original lease.” Id. We look to the terms of the lease to determine whether the terms of the lease continue in the event of a holdover tenancy. See id. at 571-72.

It is apparent that Barbara Taylor converted a form lease renewal clause into an option clause, retaining some of the renewal language and leaving several terms blank. The option paragraph provides that “[a]ll of the terms and conditions of the lease shall apply during the renewal term except that the monthly rent shall be the sum of $_” It is undisputed that the Carbajals continued to pay monthly rent in the amount of $800, and that the Taylors accepted each payment until after the Carbajals gave written notice of the option to purchase. It follows that the parties did not understand this clause to mean that no rent was due. Thus, it appears the “monthly rent” exception did not apply, and all of the terms and conditions of the lease applied during the “renewal term.”

“Renewal term” is not defined in the lease, but the previous sentence states that “[provided that Lessee is not in default in the performance of this lease, Lessee shall have the option to purchase

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Related

Taylor v. Carbajal
304 S.W.3d 585 (Court of Appeals of Texas, 2010)

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Bluebook (online)
304 S.W.3d 585, 2010 Tex. App. LEXIS 200, 2009 WL 5277134, Counsel Stack Legal Research, https://law.counselstack.com/opinion/taylor-v-carbajal-texapp-2010.