U. S. Enterprises, Inc. v. Mikado Custom Tailors

Hill, Chief Justice,

concurring specially.

The majority of the Court of Appeals found that the words “at renewal date for a two (2) year period with 10% increase in rental” created “doubt or uncertainty” as to whether the clause in question was an option or a right of first refusal. The majority remanded the case for trial by jury. U. S. Enterprises v. Mikado Custom Tailors, 163 Ga. App. 306 (293 SE2d 533) (1982).

Although agreement in advance as to the monetary terms (e.g., rent, price) of a right of first refusal may be the exception rather than the rule, prior agreement as to monetary terms does not convert a right of first refusal into an option. See Radio WEBS, Inc. v. Tele-Media Corp., 249 Ga. 598, fn. 2 (292 SE2d 712) (1982), citing 1A Corbin on Contracts, § 261 (1963). See also Cloverdale Co. v. Littlefield, 240 Mass. 129 (133 NE 565) (1921).

Thus only the words “at renewal date” can be said to create an ambiguity. Rather than applying the “doubt or uncertainty” test adopted by the Court of Appeals, I would apply the rule that no construction of a contract is required or permissible where there is only one reasonable interpretation of the language used by the parties. Pisano v. Security Management Co., 148 Ga. App. 567, 568 (251 SE2d 798) (1978). Here, the language used by the parties, which includes words of art, to wit: “Lessee has first right of refusal...”, can only be reasonably interpreted as giving the lessee a right of first refusal at the end of the lease; i.e., those words cannot be reasonably interpreted as giving the lessee an option to renew.

I therefore concur in the judgment of this court.

I am authorized to state that Justice Weltner concurs in this special concurrence.