455 Seventh Avenue, Inc. v. Frederick Hussey Realty Corp.

Glennon, J.

(dissenting). To determine the issue presented it is unnecessary to look beyond the contents of the written instruments themselves. It is clear from a reading of the lease as modified by the agreement of February 1, 1930, that the parties intended the “ additional yearly rents ” to apply only to the balance of the original term and was not to be carried over into any renewal period.

In the main, the modification agreement concerned itself with the demolition of the then existing building and the erection óf another. Included in the consideration running to the landlord for the additional privileges granted was the obligation on the part of the tenant to pay certain specified amounts as “ additional yearly rents ”. That portion of the modifying agreement reads, in part, as follows:

‘‘ First : That the said Tenant on and after February 1, 1930 will pay additional yearly rents unto the Landlord, in addition to the yearly rent of $150,000 net per year, reserved and contained in the aforesaid lease, the following as additional rent;
“ Ten Thousand ($10,000) Dollars for one year from February 1, 1930 to February 1,1931; so that the aggregate yearly net rent for that year will be $160,000; said $10,000 to be paid on the execution and delivery of these presents;
“ Twenty Thousand ($20,000) Dollars for each of the four years from February 1, 1931 to February 1, 1935, so that the aggregate yearly net rent for each of said years will be $170,000 ;
Thirty-five Thousand ($35,000) Dollars for each of the five years from February 1,1935 to February 1,1940, so that the aggregate yearly net rent for each of said five years will be $185,000;
“ Forty Thousand ($40,000) Dollars for each of the three years from February 1, 1940 to February 1, 1943, so that the aggregate yearly net rent for each of said three years will be $190,000;
“ Fifty Thousand ($50,000) Dollars for each of the two years from February 1,1943 to February 1,1945, so that the aggregate yearly net rent for each of said two years will be $200,000.”

It is quite obvious that the foregoing provision was very carefully worded. Use of the term “ increased rentals ” was avoided. The original rents reserved were not replaced by new rentals. On the contrary, they were reaffirmed and an additional obligation undertaken by the tenant to pay certain other *88amounts designated as “ additional yearly rents.” The two are treated as separate obligations which were to.be paid at the same time. A holding that the above-quoted provisions increase the original rents fails to give full effect to the wording used.

As pointed out in the majority opinion, the modifying agreement was carefully prepared by attorneys who were well aware of-the substantial interests involved and the importance of each provision to their respective clients. It cannot be said that they intended to unduly lengthen the agreement or render its most vital provisions cumbersome by the inclusion of meaningless language. If an increased rental was all that was intended, the parties could have very simply and effectively provided that the rents were being increased to certain specified amounts. There would have been no need to distinguish between the original and additional rents since the distinction would only amount to just so much verbiage. Such agreements, however, are not hastily nor loosely put together. They are carefully drawn with each phrase and each word, carefully weighed and considered before being inserted in its proper place. In construing the finished product, therefore, effect must be given to all of the language used. Here the provision that certain yearly amounts, designated as “ additional yearly rents ”, were to be paid “ in addition to the yearly rent ” reserved in the lease clearly indicates that no mere increase in the original rentals was intended.

Attention is called to the statement contained in paragraph “ First ” of the modifying agreement to the. effect that the additional rents are to have the same force and effect as'if they were part of the original rents reserved. That statement must be considered in its relation to the agreement as a whole and the •purpose it was intended to serve. In this connection the care with which the agreement was prepared is again apparent. Marginal captions were inserted indicating the point a particular paragraph was intended to cover. The statement referred to is found in the paragraph dealing with payment of the additional rents.

íhe pertinent portion of that paragraph providesAll of said additional yearly rents to. be paid in equál quarter yearly payments, .together with and on the quarter - yearly days as reserved in the lease for the.payment of the original rent * . * * .with the same force and effect as if said yearly additional rent and said yearly original rent were the yearly rents originally reserved in the said lease.”

*89It is obvious that this provision merely fixes the time and manner of payment of the additional rents. For that purpose the original and the additional rents are to be considered as one. That part of the agreement, however, again reveals that the parties considered the original rents and the additional rents as separate obligations of the tenant and not as an increased rental.

It is to be noted also that not once in the modifying agreement is the term increased yearly rents ” used. Instead careful use of the term ‘ ‘ additional yearly rents ’ ’ is made. The only significance that can be attached to the use of that term, especially when a more appropriate one could have been used, is that the additional rents were to be distinguishable from the original rents for some purpose. What that purpose was becomes clear when the renewal provisions are considered.

While the modifying agreement contains a provision that with respect to payments the additional rents are to be considered as part of the original rents, no similar provision was made with respect to renewals. In fact, it contains nothing which in any way changes the renewal provisions of the lease. The renewal, therefore, is to be governed by paragraph XXX of the lease. With respect to the renewal rental, that paragraph provides that in no event is said rental to be fixed at a less sum than herein-provided to be paid as the rental for the period ending February Í, 1945.” (Italics mine.) The rents therein provided are the original rents. The obligation to pay additional rents is provided for in the modifying agreement and no provision was made for its consideration in determining the renewal rental. On a question of such major importance to both parties, the omission is very enlightening for it indicates that only the original rents reserved were to be considered. Since the original rent for the period ending February 1, 1945, was at the rate of $150,000 per year the rental for the renewal period may not be less than $] 50,000 per annum for the entire renewal period. Such a construction is the only one which gives full effect to the carefully worded provisions of the lease as modified, and carries out the intention of the parties as therein expressed.

Accordingly, I dissent and vote to modify as hereinabove indicated.

. Martin, P. J., and Dore, J., concur with Townley, J.; Glen-non, J., dissents in opinion, in which Untermyer, J., concurs.

Judgment reversed, with costs, and judgment directed to be entered for the defendant in accordance with the opinion of *90Townley, J., with costs. The findings inconsistent with this determination should be reversed and such new findings made of facts proved upon the trial as are necessary to sustain the judgment hereby awarded. Settle order on notice.