Woodward v. Payne & Dewey

Baldwin, J. delivered the opinion of the Court Field, C. J. concurring.

The principal question in this case arises from the construction of a certain lease executed by Rodman M. Price to Cook, Baker & Co., dated fifth of April, 1849, of a lot in the city of San Francisco. This lot is situated on Sacramento street, and is thirty-four feet four inches front, and running back one hundred and thirty-seven and a half feet. The lease is for a term of ten years. On the eighteenth of May, 1852, Cook, Balter & Co. leased the premises to the plaintiff, Woodward, from that date until fifth of April, 1859, for the yearly rent of five hundred dollars, payable quarterly, on or before the fifth of April, July, October, and January, and also the further rent of one thousand dollars, subject, also, to the conditions of the lease from Price. An iron building was erected on the demised premises, by Cook, Baker & Co., in 1850, which building was burned in the spring of 1851, and after-wards another building, of similar description, was put up in its place. The plaintiff, in the summer of 1852, put up, on the premises, two wooden buildings, which were afterwards connected, and in 1853, a [447]third building; the whole were connected, and covered the lot. In 1854, a brick building was put up by plaintiff, at a cost of some $50,-000, which is still on the premises. Payne & Dewey, before this, viz: in June, 1853, bought the land from Price; and in March, 1854, and before the brick building was put up, gave notice to the plaintiff, Woodward, that they would not pay for any building he might put up. The lease from Price to Cook, Baker & Co. expired fifth of April, 1859. Woodward refused to surrender possession at the expiration of the term, claiming that he had a right to hold until payment of the value of the improvements. The iron house mentioned in the lease was of comparatively small value—about one thousand dollars—as was the next put up in its place.

The lease from Price to Cook, Baker & Co. is not very artificially drawn. It will be necessary to examine, carefully, its provisions, in order to fix its construction. After describing the parties and the property, the instrument provides—first, that the lessee shall pay the yearly rent of five hundred dollars, for the term of ten years from this date, “ and the said B. M. Price, his hems, and assigns, guarantee the quiet and peaceable possession of said property for said term of ten years, and it is further understood by said parties, that the said firm of Cook, Baker & Co. are to place or cause to be placed on said premises, a building thirty by eighty feet, which has been shipped from the port of Mew 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 it is further understood by the parties, that three feet of said lot hereby leased, on the westerly side, and four feet of the lot adjoining, owned by the said party of the first part, is to be thrown open as a cart-way, and not to be occupied by either of the said parties, both parties haring the right of way over the same, from Sacramento street to the rear of said lot. And it is further understood by said parties, if no agreement be made between them for a renewal of said lease for a further period of years, then the valuation of the buildings is to be made by three disinterested persons—one to be named by each of the parties hereto, and the third to be agreed upon by said two persons, and the said party of the first part, his heirs and assigns, are to pay the amount so fixed to the said parties of the second part, them heirs and assigns.”