The appeal herein is from orders overruling demurrers to the bill of complaint. An equity for specific performance is alleged and the orders overruling the demurrers were affirmed on this appeal.
It clearly appears that in the negotiations here involved the Halcyon Hotel Corporation was the contemplated lessor and the Miami Real Estate Company the contemplated lessee. Mr. Peters' letter of May 17, 1921, reserved "the right to withdraw the property entirely from this transaction if I wish to do so prior to signing the option." The same letter referred to an enclosure of "fourteen points that would need to be included in the lease," which points, *Page 184 though referred to as "terms of option," were adjusted and agreed on as terms of the lease, the option proposition having been superseded by direct negotiations for a lease. By "Point No. 3" that was adjusted and agreed on, May 21st by two letters, it was agreed that in lieu of $10,000.00 for an option and $75,000.00 advance rental payment, the lessee was to pay $15,000.00 cash on signing of the lease, and $10,000.00 cash for commissions and ten notes of $5,000.00 each, with interest, for the advance rental payment.
On May 26, 1921, Mr. Peters for the lessor wrote that "the only changes that I can see at this time are": stating them, and that "There are no other necessities for delay that I see as I understand Mr. Rand agrees to the other points at issue in this matter." On the same day the lessee wrote "I hereby accept the conditions * * * as per Mr. Peters' letter to you of this date, and you are authorized to close the transaction." The negotiations were concluded by the parties themselves.
On May 26, 1921, "in view of the 99 year lease just closed with Mr. Rand" a further agreed adjustment relative to advance payments by the lessee was made by an agreement of the lessor to buy and of the lessee to sell to the lessor a different piece of property for a consideration of $103,000.00,viz: "$15,000.00 cash, assume mortgage 45,500.00 and credit Hotel Halcyon on lease $42,500.00. Ck. $1,000.00 enclosed (Signed) Thos. J. Peters." Receipt of the "$1,000.00 as part payment on" the sale was acknowledged for the lessee.
The allegations of the declaration are of facts that comport with the writings that are made a part of the declaration by exhibits.
Rehearing denied.
WEST, C. J., AND WHITFIELD, BROWNE AND TERRELL, J. J., concur. *Page 185