Sylvan Mortgage Co. v. Astruck

Finch, J.:

The parties have stipulated that no receipt of rent shall affect the question which the parties have submitted for decision, namely, whether the lease, by its terms, entitled the tenant to a renewal as a matter of law. The notice by letter was given in sufficient time.

There appears to be no ambiguity in the clause in question and hence no room for construction on the ground of uncertainty, or for the implication of covenants not expressed. (McCluskey v. Cromwell, 11 N. Y. 593, 601.)

In the case at bar the parties had before them a lease which contained provisions for renewal at the option of the lessor, and hence the parties, when drawing clause 12, had to have in mind the original lease and this same lease, if renewed. Said clause expressly provided-that the lessor had the right to know five months in advance whether the tenant wished to surrender the premises or to take up with the lessor upon what terms a new lease could be made. Knowing this, the lessor could then proceed either to look about for a new tenant or enter into negotiations with the present tenant. If the tenant did not so indicate his intention, then the lessor had the option to compel such indication, and if the tenant still refused, the lessor might elect a renewal of the term for another year. The terms of the lease were thus agreed to by both parties and became the contract which bound them. “ But in the construction, both of statutes and contracts, the intent of the framers and parties is to be sought first of all, in the words and language employed, and if the words are free from ambiguity and doubt, and express plainly, clearly and distinctly, the sense of the framers of the instrument, there is no occasion to resort to other means of interpretation. It is not allowable to interpret what has no need of interpretation, and when the words have a definite and precise meaning, to go elsewhere in search of conjecture in order to restrict or extend the meaning.” (McCluskey v. Cromwell, supra.)

In the lease at bar, to hold that the provisions entitled the tenant to a renewal of the lease at the tenant’s option would, in effect, be making a new contract for the parties and would practically amount to a holding that when a lessor inserts in his lease a provision expressly for Ms benefit, a reciprocal provision for the benefit of the tenant may be implied in the lease, although the same is not expressed. It is submitted that to adopt such a construction would render uncertain instruments that heretofore have been held certain.

Moreover, tMs court has recently affirmed a decision of the Appellate Term holding that a lease providing “ and the tenant hereby expressly agrees to give formal written notice to the landlord on or before the fifteenth day of January, 1920, of tenant’s wish as to continuance of the tenancy beyond the term hereby granted ” was free from ambiguity and gave an option alone to the landlord. (Bernstein v. Smith, 119 Misc. Rep. 34; affd., 205 App. Div. 880.)

It follows that the determination of the Appellate Term and the judgment of the Mumcipal Court were right and there should be an affirmance, with costs.

Clarke, P. J., Dowling and Mebrell, JJ., concur; Page, J., dissents. ■