Town & Country Shopping Center v. Swenson Furniture Co.

110 N.W.2d 525, 261 Minn. 100, 1961 Minn. LEXIS 620
CourtSupreme Court of Minnesota
DecidedSeptember 15, 1961
Docket38,243
StatusPublished
Cited by4 cases

This text of 110 N.W.2d 525 (Town & Country Shopping Center v. Swenson Furniture Co.) is published on Counsel Stack Legal Research, covering Supreme Court of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Town & Country Shopping Center v. Swenson Furniture Co., 110 N.W.2d 525, 261 Minn. 100, 1961 Minn. LEXIS 620 (Mich. 1961).

Opinions

Murphy, Justice.

This is an appeal from a judgment entered in municipal court of the city of Minneapolis in favor of the plaintiff landlord. The judgment is [101]*101based upon a claim for rent of commercial property for a period of 1 month and for certain utility bills. The tenant vacated the property on April 1, 1957, which he claims was the date on which the lease expired. The trial court agreed with the landlord that the lease actually ran for an additional month to May 1, 1957, and that the landlord is entitled to rent for that month and to payment of the utility bills. The latter obligation is not questioned, but the tenant contends that under the terms of the lease it is not obligated to pay rent for the month of April 1957. This issue turns upon the construction of the lease in question.

In December 1951 defendant, Swenson Furniture Company, was a tenant under a lease in a shopping center owned by Bloomington Plaza, Inc., plaintiffs predecessor in title. Defendant company needed more space for its business and in December 1951 it negotiated for a larger store in the same shopping center. Winfield V. Sjostrom, president of defendant, negotiated the terms of the lease for larger quarters with Donald Shanedling, president of Bloomington Plaza, Inc. At the time the lease was prepared the new premises were in the process of construction.1 The lease provided for a term of 5 years from April 1, [102]*1021952, for a total rent of $19,800, payable $300 per month for the first 2 years and $350 per month for the last 3 years. It provided that the rent was to start when the new building was completed if it was not ready for occupancy by April 1, 1952, and that defendant could continue in possession of the premises occupied at the time the lease was executed until the new building was completed.

It appears there was a delay in the completion of the new quarters. Defendant did not take occupancy until May 1, 1952, a month after the date set in the new lease. Defendant paid rent to Bloomington Plaza, Inc., for the month of April 1952 for use of the premises it occupied at the time the lease was executed and paid a total of $19,450 for the months of May 1952 through and including March 1957 for use of the larger quarters. It was the tenant’s understanding that the term of the lease would expire April 1, 1957. It did not intend to renew the lease and, accordingly, made arrangements to find another location. On April 1, 1957, defendant moved from the shopping center to a new address. Thereafter the landlord commenced this action.

We are called upon to determine whether the term of the lease was from April 1, 1952, to April 1, 1957, as defined in the term provision of the lease, or whether, as the landlord contends, the delay in occupancy of the new premises by the tenant extended the term of the lease from May 1952 to May 1957. In other words, it is the contention of the landlord that the term of the lease is defined by the rental provisions contained in it.

The officer of Bloomington Plaza, Inc., who negotiated the lease, did not testify. It does not appear from the record who prepared the lease. It is well recognized that the object of construction of a contract is to ascertain and give effect to the intention of the parties, and to accomplish that purpose the contract should be construed as a whole. In Orme v. Atlas Gas & Oil Co. 217 Minn. 27, 30, 13 N. W. (2d) 757, 760, the rule with reference to construction of leases is stated:

“Leases, like other writings, should be construed so as to give effect to the intention of the parties as manifested by the words used. A lease is to be construed as a whole. The process of construction involves consideration of the subject matter, surrounding circumstances, the ob[103]*103jects and purposes to be accomplished, and the natural meaning of the language used in the lease. Commercial Union Assur. Co. Ltd. v. Foley Bros. 141 Minn. 258, 169 N. W. 793. Great weight should be given to the intention of the parties regarding the purpose of the lease. Conservative Realty Co. v. St. Louis Brg. Assn. 133 Mo. App. 261, 113 S. W. 229.”

In support of its argument that the parties intended the lease to run until May 1, 1957, the landlord calls attention to the provision of the contract to the effect that for the first 2 years of the term the rent provided for was $300 per month and for the last 3 years the rent was to be $350 per month. It points out that the $300 per month rental was paid from May 1, 1952, until May 1, 1954, and that rent for the subsequent period of the lease was on the basis of $350 per month. The landlord argues that this circumstance amounts to a contemporaneous construction of the agreement of the parties which establishes a mutual understanding to the effect that the period for payment of the $350 rental was to terminate on May 1, 1957. There is, however, no conflict in the evidence outside of the document itself bearing upon the intent of the parties at the time the lease was made. Arthur H. Freeman, a member of a partnership comprising the landlord, testified that his records contained the notation that the increased rental of $350 a month was to begin April 1, 1954. Referring to his ledger, Freeman testified:

“There is a notation here, ‘Rent starting April 1st — ’ just, ‘April 1st, $350 per month.’ Now, I don’t know if the girl informed him until after she received his check or in advance, I have no idea.”

Although it is not clear from the record that defendant actually sent the additional $50 rent for the month of April 1954, Mr. Sjostrom testified:

“* * * I remember that the girl, my office girl at that time, said she had a communication from the people that we rent from that they wanted $50 more on the lease, and I said, ‘Send it.’ I think it was sent.”

Aside from the circumstances just mentioned, we find no evidence bearing on the intention of the parties extrinsic of the document itself as to when the lease should begin and when it should end. In a search [104]*104for this intention, certainly the term specifically defined in the lease cannot be ignored. The natural and reasonable construction of the term is to be found in the express language used. The term defined is not ambiguous. We do not feel that under the circumstances in this case the force of this clearly defined provision is lost by reason of doubt or ambiguity arising from provisions relating to the amount and time of rent payments. When the parties entered into the lease it was recognized that, while they agreed upon the date the lease should take effect, they were aware that there would be a possibility of delay in occupancy. It is significant, however, that the lease did not provide that the term should be for a 5-year period from date of occupancy. The lease provided for an accommodation of the defendant by permitting it to continue occupancy of the original location until completion of the new quarters. It is apparent from the record that defendant believed in good faith that the lease expired on April 1, 1957. It was because of this understanding that it made arrangements to move to a new location on that date. It was not necessary for the defendant to move on April 1, 1957. It could have as well moved a month later. Mr.

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Town & Country Shopping Center v. Swenson Furniture Co.
110 N.W.2d 525 (Supreme Court of Minnesota, 1961)

Cite This Page — Counsel Stack

Bluebook (online)
110 N.W.2d 525, 261 Minn. 100, 1961 Minn. LEXIS 620, Counsel Stack Legal Research, https://law.counselstack.com/opinion/town-country-shopping-center-v-swenson-furniture-co-minn-1961.