I agree that the decree should be affirmed but I am not in accord with all of the reasons stated in the foregoing opinion for such affirmance. *Page 906
The opinion implies that the contract between the plaintiff and the Browns was an option and not a completed contract of sale. In determining whether a particular transaction constitutes an option or a completed contract of sale, many difficult questions of interpretation arise. This is demonstrated by the opinions of this court in the cases of Gompert v. Frost, 188 Iowa 1039, 177 N.W. 71; Rampton v. Dobson, 156 Iowa 315, 136 N.W. 682, 3 A.L.R. 569; In re Assessment of Shields Bros., 134 Iowa 559, 111 N.W. 963, 10 L.R.A., N.S., 1061. I am not prepared to say, under the record herein, that the transaction between the plaintiff and the Browns was a mere option and not a contract of sale. However, I am in accord with the holding that, whatever the transaction may be denominated, it had not yet reached the stage where it could be said to be such a sale as would come within the contemplation of paragraph XII of the lease.
I think that the lease should have the same interpretation that was given in the case of Stewart v. Pier, 58 Iowa 15, 18, 11 N.W. 711, 712, wherein we state:
"Now it is very plain, that the stipulation in regard to the sale of the property, contemplated such a sale or disposition thereof as would terminate the right of defendant and plaintiff to the possession of the property. As long as plaintiff held such right, defendant could occupy the property. Therefore a contract of sale which did not deprive plaintiff of the right of possession, and did not disturb the defendant's right to the occupancy of the property, was not a sale contemplated in the lease."
The defendants' only interest in the real estate was the right to possession during the term of their lease. A contract of sale which did not affect that right of possession would not come within the contemplation of paragraph XII of the lease. The contract provided that the plaintiff was to give the Browns possession of the farm on March 1, 1940. If that provision was strictly enforceable, then the contract came within the *Page 907 contemplation of paragraph XII of the lease. However, as pointed out in the foregoing opinion, there were contingencies that might arise which would render such provision of the contract unenforceable. The contract also provided that it was made subject to the rights of the defendants, as tenants, and that the Browns should be entitled to receive the rents for the year 1940. The contract was subject to possible interpretation by the parties that the defendants be permitted to remain in possession as tenants of the Browns.
It seems to me that, before the plaintiff could prevail in its action to quiet title against the defendants, it was required to prove that its contract with the Browns had proceeded to such a point that the Browns were entitled to possession of the farm to the exclusion of the defendants. I do not think that the proof was sufficient to meet this requirement. For this reason, I am in accord with the holding that the decree appealed from be affirmed.
OLIVER, J., concurs in the foregoing opinion. *Page 908