Boyd v. Model Grocery Co.

SHAW, J.

Action to recover damages alleged to have been sustained by reason of defendant’s failure to execute a lease of real property in accordance with its contract in writing so to do.

Judgment went for plaintiff, from which, and an order denying its motion for a new trial, defendant appeals.

Plaintiff was the owner of an old building which theretofore had been used as a livery stable. As a result of negotiations between plaintiff and defendant, a written contract was made whereby, in consideration of defendant agreeing to lease the same for a term of five years, plaintiff agreed to “build a two-story brick building, thirty-five by sixty feet, addition to the (old) building now located on the southeast corner of West Green and South Delacy streets, in the city of Pasadena, state of California; each story to be eight feet in the clear on each floor; the arrangement of stalls, doors, driveways and windows as per verbal agreement to suit said Model Grocery Co., . . . said building to be completed by July 1st, 1910.” Plans and specifications for the new building were drawn and approved by defendant, and the work of constructing the same completed in full accordance therewith. While the agreement by its terms refers solely and alone to the new building to be constructed, and makes no reference to the old building or any changes therein, plaintiff nevertheless alleges that the verbal agreement mentioned therein was understood to apply and refer to the arrangement of the stalls, driveways, and windows in the old building, under which

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verbal agreement it is alleged plaintiff was to remove the twenty-four existing stalls, cement the floor occupied by them, locate the stalls and driveway on said floor space where defendant designated, and cut doors through where defendant indicated. There is no ambiguity or uncertainty in the written contract. Except for the allegation of the complaint, the verbal agreement could not be construed as referring to the arrangement of stalls, doors, driveways, and windows in the old building. By its answer defendant alleged that the verbal agreement referred to in said written contract was not restricted as therein specified, but that it had reference to the making of such alterations in the old building in a manner and to such extent as would render it suitable as a barn and stable for the use of defendant; and that such verbal agreement was intended to and did cover not only the arrangement of stalls, doors, driveways, and windows therein—all of which appear to have been constructed in a manner satisfactory to defendant—but also included and covered the rearrangement and construction of the feedway over the stalls in the old building, the neglect of plaintiff to make further changes in which constitutes the sole ground upon which defendant now justifies its refusal to execute the lease. The contract is clear and explicit and entirely free from such ambiguity as to call for an application of the rules of interpretation. Conceding plaintiff was required to construct the doors, driveways, stalls, and windows