Wilson v. Brown

CURTIS, J.

This was a suit for specific performance of an option to purchase contained in a lease of service station premises situated in Petaluma. The lease, entered into between Samuel Brown and his wife, as lessors, and Walter R. Wilson, and his wife, as lessees, contained the following provision, the construction of which is in dispute: “The lessors hereby reserve the right to sell the property at any time, and in case of sale, preference to purchase said property shall be given the said lessees.” This same paragraph of the lease contained the provision that in the event the lessees should

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not exercise said preference, they agreed to sell and convey their interest in the service station fixtures to the said lessors, or any person they might designate, at the then market value. The premises which were held by the lessees under the terms of their lease were a portion of a larger tract owned by the lessors, and the lessors without giving the lessees the opportunity of purchasing the premises occupied by them sold the entire tract of land to a real estate dealer, A. W. Baker. This suit was then commenced by the lessees to compel the conveyance to them of said property. The trial court found in favor of the plaintiffs, and entered a judgment directing that plaintiffs should deposit with the county clerk of Sonoma County the sum of $3,100 as the reasonable value of said premises, that A. W. Baker and his wife, should execute and deliver to the said county clerk a good and proper bargain and sale deed conveying title free and clear of all encumbrances to the plaintiffs, that the county clerk should deliver the sum of $3,100 to A. W. Baker and wife, and deliver to the plaintiffs said deed. The court further provided in said judgment that if A. W. Baker defaulted in depositing the deed, the county clerk was authorized to return the sum of $3,100 to the plaintiffs, and the court expressly retained full jurisdiction to the end that further judgment and decree might be entered “in accordance with the foregoing provisions.’’

Appellants claim that the trial court placed an erroneous construction on the lease. In this behalf it is argued that the lessors had the unrestricted right under their lease to sell the property subject to plaintiff’s lease. It is argued that the plaintiffs were given an option to purchase only in the event a sale by the landlord would terminate the lease of plaintiffs, and that in the event a purchaser was willing to accept the plaintiffs as lessees and continue the lease, plaintiffs could not complain that they had not been given an opportunity to purchase the premises. Although this may now be the claim bf the defendants, we think it satisfactorily appears from the testimony of both the landlord lessors and the purchaser, Baker, that it was their understanding that the plaintiffs had a preferential right to purchase said property if it was at any time offered for sale by the lessors independent of the continuance of their lease. For example, Samuel Brown, the lessor, testified: “When I offered the whole thing to Baker, I told him he would have to see the Wilsons. When