Taylor v. Carbajal

HOLLIS HORTON, Justice,

dissenting.

By the time the Carbajals gave the Tay-lors written notice of their intent to buy the Taylors’ property, their option to purchase, by its express terms, had already expired. The majority finds the Carbajals timely exercised the option, when the record demonstrates otherwise. I would find the trial court erred in failing to find that the purchase option had expired. Because the majority affirms the trial court’s judgment when I would reverse, I respectfully dissent.

Generally, the failure to give the notice within the deadline created by an option agreement is fatal if the option contract, by its express terms, contains a deadline for such notice. Ducc Realty Co. v. Cox, 356 S.W.2d 807, 809 (Tex.Civ.App.-Waco 1962, no writ). In this case, the Carbajals’ option contract, under the circumstances shown by the evidence, expired on October 2, 2007. Further, it is undisputed that the Carbajals did not exercise their option under the lease to purchase the property until April 23, 2008.

The contract between the parties provides that “[i]f notice is not given in the manner provided herein within the time specified, the option shall expire.” Although the parties left blank, and thus did not specify the number of days’ notice required by their contract, the contract also states that notice is required to be given “prior to the expiration of the initial lease term.” Although the term “initial lease term” is not expressly defined in the contract, the lease’s initial term was for five years, which began on October 2, 2002 and ended on October 2, 2007. Because the evidence showed that the Carbajals complied with the lease during this period, the initial lease term expired on October 2, 2007.

Regardless of the reasonable time periods that a court might insert into the blanks in the parties’ contract, the contract provision requiring the Carbajals to elect their option to purchase “prior to the expiration of the initial lease term” cannot be read out of the parties’ agreement. A reasonable interpretation of the phrase “initial lease term” is that the parties intended the option to be exercised, if the lease was still in force, no later than October 2, 2007. In my opinion, Kruegel v. Berry, 75 Tex. 230, 9 S.W. 863, 865 (1888), with similar facts, requires that we reach a similar result; the optionees’ right under the option to purchase the property expired prior to the date they exercised the option.

Similarly, after concluding that an option to purchase land had not been timely exercised, this court explained that the party that exercises an option “ ‘must strictly comply with the option contract and an attempted acceptance which modifies any of its terms is no acceptance.’ ” Creson v. Christie, 328 S.W.2d 772, 777-78 (Tex.Civ.App.-Beaumont 1959, writ ref'd n.r.e.) (quoting Lambert v. Taylor, 276 S.W.2d 929, 932 (Tex.Civ.App.-Eastland 1955, no writ)). The strict enforcement of option terms is well settled, even though the party that holds the right to exercise an option may be excused under circumstances where the failure to exercise the option is shown to have been caused by the fault of the party that gave the option. See Zeidman v. Davis, 161 Tex. 496, 342 S.W.2d 555, 558 (1961) (reversing and rendering judgment where lease’s renewal option was not timely exercised); Jones v. Gibbs, 133 Tex. 627, 130 S.W.2d 265, 271-72 (1939) (absent fault by the optionor, the optionee held to the strict terms of option agreement). In this case, there is no evi*591dence to show that the Taylors caused the Carbajals to delay their decision to exercise the option to purchase the property.

In summary, after considering the testimony in the record, I disagree that a reasonable interpretation of the phrase “initial lease term” extends through the date the Carbajals elected to purchase the property in April 2008. In my opinion, the trial court erred in enforcing an expired option. Because the majority chooses to affirm when I would reverse and render, I respectfully dissent.