(dissenting) :
My concept as to the facts, equities and issues of the instant cause being considerably different, I most respectfully dissent. I am convinced that the equities of this case greatly preponderate in favor of the respondent, Carroll, and that the judgment of the lower court should be affirmed.
Carroll is an automobile dealer, while the lessor, Page, was an attorney of long years of experience. The contract between Carroll and Page was prepared in the office of Page’s attorney, who was also his nephew. It follows that any construction of the contract must be liberal in favor of Carroll and strict against the lessor. The construction placed upon the contract by the parties themselves is important, and according to even the testimony of Page, the lessor, he construed the contract as giving Carroll a right of first refusal to purchase the property at any price acceptable to Page offered by a third party. Such a construction is in accord with what the parties must have intended. If Page could foreclose Carroll’s option to purchase, by naming an arbitrarily high price or a price substantially higher than any offer he had from a third party, the option would be meaningless.
The option given to Carolina on May 5, 1969 was accepted by Carolina with the full knowledge of Carroll’s option. *354There are conflicts in the testimony and considerable vagueness as to dates, but it is clearly inferable from the testimony of Page, himself, that Carroll was not told about the Carolina option until approximately one month after it was delivered, or sometime in early June, 1969. Page testified that when he told Carroll thereabout, Carroll responded, “give me about 30 days or give me a little time to think about it.” On July 8, 1969, Carroll’s attorney, by letter to Page, advised that Carroll was interested in meeting any offer received by Page from any other source and requested a copy of the option executed in favor of Carolina, which was supplied sometime later, receipt thereof being acknowledged on July 25, 1969.
The real bone of contention developed bewteen the parties thereafter. Carroll took the position that upon his purchase of the property he should be allowed a discount on the purchase price of $125,000, tantamount to approximately what Page would have to pay him for the improvements and the value of the remainder of the leasehold if Page sold to Carolina for the $125,000. Page took the position that he would allow no discount, since the contract did not expressly provide for any recoupment by Carroll of the value of the leasehold and improvements in the event of a purchase by Carroll. The natural effect of Page’s position was that he would not sell to Carroll unless Carroll paid a higher price than he hoped to obtain from Carolina, since if he sold to Carolina the price paid by Carolina would be reduced by whatever amount Page was eventually required to pay Carroll for the improvements and value of the leasehold.
The record reflects that Carroll and his counsel made every reasonable effort to resolve the controversy, but met with virtually no cooperation from Page. Under date of September 30, Carroll’s counsel wrote Page offering, (1) to purchase for $125,000, less credit for Carroll’s investment; (2) to continue the lease for the remainder of the term; or (3) to cancel the lease upon being paid for his investment and re*355maining portion of the lease. While he stated the credit he thought he was entitled to, he expressed a willingness to discuss the matter in detail and adjust any figures that might be erroneous. Such letter received no meaningful response from Page. All efforts by Carroll to equitably adjust the controversy having been rejected, he finally, in May, 1970, ■ offered to purchase from Page on the same terms and conditions as contained in the final Carolina option without any credit for Carroll’s investment in the property or the value of the remaining leasehold. Such offer was rejected by Page and suit commenced on May 29, 1970. Not until seven days after this suit was commenced did Carolina offer to exercise its option.
To summarize the situation, Page, under a contract prepared by him and his attorney, sought to construe the same strictly in his favor and against the lessee. By his own testimony he recognized that Carroll was given the first refusal to purchase the property at whatever acceptable price Page might be offered by another, but at the same time refused to sell to Carroll unless Carroll, in effect, paid him substantially more than he could actually net from sale to another. At the very least, Carroll was entitled, in the course of extensive efforts on his part, to a definitive answer from Page as to what Page would agree to pay him for the improvements and the remaining leasehold in the event the property was sold to Carolina so as to better enable Carroll to make an intelligent decision.
While Page by his option offered to sell to Carolina, he did not have an offer from Carolina in any amount until June 5, 1970, when it accepted Page’s offer. Treating Carroll’s option as the parties themselves construed it, that is, a right of first refusal, until Page received an offer and communicated such to Carroll and gave Carroll a reasonable time in which to meet the offered price, Carroll’s option could not be terminated. It follows that the timeliness of Carroll’s acceptance of the option must be measured from *356June 5, 1970, the first time Page ever had an offer on the property. Until that date the option in favor of Carolina was only an offer on the part of Page, subject to the continuing right of Carroll to meet any offer received by Page. Adams v. Willis, 225 S. C. 518, 83 S. E. (2d) 171 (1954). Prior thereto Page had been advised that Carroll was willing to purchase under the same terms and conditions as Page had offered to sell to Carolina, without any discount in favor of Carroll for his improvements and leasehold interest.
Since I am of the view that Carroll was clearly entitled to a decree of specific performance, I do not necessarily reach the issue of whether, but for Carroll’s entitlement, Carolina would be entitled to a similar decree. I am much inclined to the view, however, that the circuit judge was also correct as to that aspect of this case.