Woodward v. Payne & Dewey

Citations

• 16 Cal. 444

Syllabus

<p>Where a lease of a lot in San Francisco, for ten years, stipulated that the lessee should place “ on said premises a building thirty by eighty feet, which has been shipped from the port of New York, to be put up immediately on arrival; or if lost, a similar one is to be ordered got up, and put up in the shortest possible time,” and also, in a final clause, that if no agreement was made between the parties for a renewal of the lease for a further period, “ then the valuation of the buildings is to be made by three disinterested persons,” etc., and the lessor was to pay to the lessee the amount agreed on; and the lessee erected a building worth about $1,000, which was burned, and then another similar one, and subsequently sub-let the premises to plaintiff, who put up a valuable building, costing $50,000—defendants, who had bought the lot, notifying him, before he erected his building, that they would not pay for it: Held, that at the expiration of the term, defendants were not bound to pay plaintiff for his improvements : that the term “ buildings,” though in the plural, refers to the building mentioned in the fore part of the lease, aad not to any buildings the lessee might erect—especially when the conduct of the parties, the nature of the transaction, and the surrounding circumstances are considered.</p> <p>The terms of this lease so construed as to give completeness to the agreement, and to make it a just, fair, and equal contract, mutually obligatory in its essential provisions, instead of a one-sided and unreasonable contract. (See opinion.)</p>