Boeing Company v. King County

Neill, J.

(dissenting) — I am in accord with the view of the majority that the lease here in issue is governed by RCW 14.08.120 (5), but disagree with the conclusion that the county timely exercised its right to have the rental reviewed for the 1967-1972 term.

The applicable statute, with which the provisions of the lease are consistent, provides:

*499And provided further, That any such lease of real property made for a longer period than ten years shall contain provisions requiring the municipality and the lessee to permit the rentals for each five year period thereafter, to be readjusted at the commencement of each such period, if written request for such readjustment is given by either party to the other at least thirty days before the commencement of the five year period in respect of which such readjustment is requested.

RCW 14.08.120(5).

It seems quite clear that in order to initiate action for a rental adjustment one of the lease parties must take positive action as, unlike the provisions of RCW 36.34.180, rental review is not automatic.

It necessarily follows that some action is to be taken by either the lessor or lessee which constitutes “a written request for rental adjustment given at least 30 days before the commencement of the next 5-year period (July 1, 1967).”

Therefore, the crux of this case is whether the communication between the lessor county and the lessee prior to July 1, 1967, should be categorized as a “request” for rental adjustment. The majority characterizes this issue as semantics, but I believe that it is of substance. Either the county made a timely request or it did not. Does the May 22, 1967, letter from the airport manager to the lessee enclosing a copy of the interdepartmental letter of May 11, 1967, rise to the status of a request?

Under the rule that words not otherwise defined or altered in meaning by context are to be given their usual and normal meaning, we look to the dictionary and find in Webster’s New International Dictionary (2d ed. 1956), that the noun “request” is defined as “Act or an instance of asking for something or some action desired; expression of desire; entreaty; petition; . . . Syn. — Petition, supplication, suit, demand.” The term thus connotes a communication of a position or demand. A fair analogy is to compare the request to an offer in contract negotiations. In this lease the acceptance is contractually required and thus may be akin *500to an option agreement wherein, by contract, a collateral offer remains open for acceptance. Here the parties agree that the acceptance of a request for rental adjustment is automatic. Applying the usual rules for validity or efficacy of an offer, it is required that a definite proposition be communicated directly to the offeree. See Annot., 51 A.L.R.2d 1404 (1957); Corbin on Contracts § 11, p. 25 n.l (1963). It should be no different here. A county employee sends to the lessee a copy of what amounts to an internal, interoffice memorandum to his employers, the board of county commissioners. This is accompanied by a letter— again from the airport manager and not from the governing board of the county — wherein the lessee is asked for information and comments relevant to rental readjustment. This is not in the nature of a demand, a request, or positive position of the county. At this stage of the negotiation or communication, it is apparent that the airport manager is seeking information with which to advise the commission. A reading of the May 11th letter leads to the logical conclusion that the airport manager is notifying the commission that on June 30, 1967, the Boeing Airport lease is due for review and that he will forward to the board his recommendations as to rentals. The expected next step is for the airport manager to seek facts and figures from which he can make his recommendations-r-including the comments and facts which he has elicited from the lessee.

It is just as logical to consider that the board of commissioners will, when presented with all facts and figures, leave matters in status quo as to assume they will exercise their right to request an adjustment. Cf. Jones v. Dexter, 48 Wn.2d 224, 292 P.2d 369, 51 A.L.R.2d 1399 (1956). These two letters are not requests for rental adjustment, they are no more than preliminary investigation leading to a decision by the commissioners as to whether a request for rental adjustment will be made.

The majority states that the lessee “had notice of the county’s desire for a readjustment of the rentals,” but I think it more accurate to sáy that the lessee had notice that *501the county was seeking factual information and comments preliminary to a decision as to whether or not it would request a rental adjustment. The deadline for such request passed without the county’s having communicated its decision to the lessee. Accordingly, I would reverse on Boeing’s appeal and affirm on King County’s appeal.

Rosellini and McGovern, JJ., and Donworth, J. Pro Tern., concur with Neill, J.

October 15, 1969. Petition for rehearing denied.