Quinn v. Valiquette , 80 Vt. 434 ( 1908 )

Rowell, C. J.

There is no sufficient allegation that the defendant procured the extension of the lease by fraud, for it is not enough to characterize a'thing as fraudulent, without alleging that which makes it fraudulent, and there is no such allegation.

Nor is there a sufficient allegation that the defendant knew before and at the time the guardian was appointed that the Richardsons were insane; for that allegation is a part of an allegation of the orator’s information and belief that they were then insane and that the orator knew.-it, without alleging the fact of such insanity and knowledge, based upon that information and belief. Watkins v. Childs, 80 Vt. 99, 106.

There is in another connection a sufficient allegation that the Richardsons were insane when they' executed the extension, but there is no allegation that the defendant knew it.

No notice need be taken, as affording matter of estoppel,-of what the bill alleges that the orator was informed when he inquired on the premises, for it is not alleged /that he relied upon that information. But it is claimed that the defendant is estopped by his letter to the guardian from now setting up the extension of the lease as genuine and binding, since the orator was thereby led to believe that the extension had not been signed, and relied and acted upon the statement therein to that effect. But here is no estoppel, not even as to the guardian, much less as to the orator, for it is not alleged that- the guardian informed the defendant of his appointment, nor of the purpose of his inquiry, nor that the defendant’s answer would be relied upon, all which the defendant would have to know in order to be estopped. Hackett v. Callender, 32 Vt. 97; Durant v. Pratt, 55 Vt. 270; Wheeler v. Campbell, 68 Vt. 98, 34 Ati. 35.

It is further claimed that as the defendant’s letter is dated March 28, and says that the agreement for a new lease had not then been signed, it must be taken that the extension was executed after the adjudication of insanity and the appointment of the guardian, which was March 26, and that therefore the extension is void, and not merely voidable. But it can not be so taken, for the extension purports to have been executed the 15th of said March, and acknowledged the 16th, and there is no allegation that such is not the fact, unless it is contained in the defendant’s letter. But that, as pleaded, is no allegation of anything, but only evidence. Hence it must be held that the extension was executed and acknowledged when it purports to have been.

But if it is to be taken that the lease provided for an extension of the term as distinguished from a renewal of the lease, it is immaterial when the written extension was executed, or whether the Bichardsons were insane or not when they executed it, for then that part of the contract of the lease was executed and not executory, and made the term originally, not merely ten years, but twenty years, at the option of the defendant; and his holding over as he did was a sufficient exercise of that option, without other notice of his election, as the lease would require no other; and when he thus exercised his option, he was in as of the original term, and so the written extension would be immaterial, and there is no allegation nor claim that the Bichardsons were insane when they executed the original lease.

As to how the original lease is to be taken in this regard depends on what can be gathered from the bill, from which we learn that on March 26, 1906, when the adjudication of insanity was made and the guardian appointed, the defendant was in possession of the premises after the expiration of said original lease, and had not vacated the same, nor surrendered possession thereof to the Bichardsons; that at that time the defendant was occupying said premises as a hotel, and continued thus to occupy them by a manager, servants, and agents; that the orator bargained for said premises on October 16, 1906, before which, seeing them occupied by the defendant as aforesaid, he applied thereon and ascertained that the defendant had- held over under said lease, and was paying rent by the month; that the language of said written extension is, “We hereby agree to extend the within lease for a further term of den years from Jan. 1, 1906, to Jan. 1, 1916”; that- this writing purports to be an extension of an original lease duly recorded in the land records of the city of Rutland; and that the otator understands that the same is written on, and attached to, the lease between the Richard-sons and the defendant, terminating January 1, 1906. This is all there is in the bill that throws light on whether the original lease provided for an extension of ihe term or a renewal of the lease.

The rule for the construction of equity pleadings is, that their language is to be understood according to its natural import in connection with the subject-matter; that in equipoise, the construction is to be against the pleader; and that no intendments are to be made in favor of the pleader that do not naturally result from the facts alleged. Story’s Eq. PL, Redf. ed., §452a. Construing the bill according to this rule, it must be taken that the original lease provided for an extension of the term rather than for a renewal of the lease. That there is a material difference between a covenant for a renewal of the lease and one for an extension of the term, is very generally held. But in construing such covenants, the cases differ somewhat in determining to which class they belong.

Ranlet v. Cook, 44 N. H. 512, 84 Am. Dec. 92, is a leading ease on this subject. There a lease for ten years, with a proviso for renewal for ten years longer on certain terms, was held to be equivalent to extending the lease for that time, and so a sufficient lease for twenty years. The law of this case is not criticised, taking the covenant as construed; but the construction of it is criticised, as failing to note the difference in meaning between reneiv and extendj one meaning, to make over; to reestablish; to rebuild; the other, to prolong; to lengthen out. Kollock v. Scribner, 98 Wis. 104, 110. On the other hand that construction was approved in Insurance &c. Co. v. Bank Missouri, 71 Mo. 58. That was an action for rent. The lease, which was for a term of years, contained a covenant for the payment of double rent for every day the defendant held over after the expiration of the term, with a further covenant that after such expiration the defendant should have the privilege of renewal for a further definite term at the same rent as that reserved for the first term. The defendant held over for a number of years, paying rent at the old rate, no new lease being executed. It was beld that inasmuch as tbe defendant bad paid tbe single and not tbe double rent, be must be taken to have beld over under tbe covenant for renewal. It was there conceded that when the lease provides merely for an extension of the term at the option of the lessee, nothing need be done by tbe lessor, and that tbe continued occupancy of tbe premises and tbe payment of rent, constituted sufficient evidence of tbe lessee’s election to extend the term. But it was insisted that when tbe lease provides for a renewal at tbe option of the lessee, though for a specified term and at a designated rent, there must be affirmative action by tbe lessor as well as by the lessee, and that while tbe lease for tbe additional term need not be written and signed, yet some new contract in relation thereto must be made by both parties before tbe lease can be regarded as having been renewed, and that in tbe absence of such express contract, tbe only contract existing between tbe parties is that which tbe law implies. But tbe court said that tbe defendant having continued to pay tbe rent provided for by tbe clause for renewal, be was estopped to deny that tbe term bad been extended by that clause.

In Kimball v. Cross, 136 Mass. 300, tbe lease was for one year at such a rent, with tbe privilege of continuing five years at such another rent. It was contended that tbe latter clause was a mere executory contract for a lease thereafter to be given should tbe lessee desire it. But it was beld that tbe lease was tbe contract under which tbe subsequent occupancy, at tbe election of tbe lessee, was to be enjoyed; that by it tbe relations and rights of tbe parties were defined; and that its language was apt to create a then present demise when, at tbe end of tbe first term, tbe occupation was continued by tbe tenant.

In Delashman v. Berry, 20 Mich. 292, 4 Am. Rep. 392, tbe lease was for one year with a privilege of three years at tbe same rent at tbe option of tbe lessee, who covenanted to surrender at tbe end of tbe term. It was beld that by remaining in possession five days after the first year, tbe lessee signified bis election to bold for three years, and was not bound to give other notice to tbe lessor.

In Harding v. Seeley, 148 Pa. St. 20, 23 Atl. 1118, tbe lease was for tbe “term” of one year, “with tbe privilege of four years’ additional lease” at the same rental. It was contended that the clause, “with the privilege of four years’ additional lease,” was a covenant to renew the lease, and not an option for a longer or an extended term; that the nature of a covenant to renew at the option of the tenant is such as to differentiate-his holding over from that of a tenant for a term certain with an option for an additional term, which requires no further conveyance. The court said that this view of the effect of a holding over after the expiration of a term certain, where the tenant has an option for an additional or further term, is generally held in this country; but construing the word “lease” in the clause in question as equivalent to term, the court held that by remaining in possession after the expiration of the first year, the lessee was bound for the full term of four years.

So in Montgomery v. Board of Commissioners, 76 Ind. 362, 40 Am. Rep. 250, it was held that a tenant under a lease for three years, with a privilege of five years at the same rate, by holding over, became bound for the full term of five years. The court said that the term did not -necessarily terminate at the expiration of three years; that its termination depended upon the option of the tenant; that if the option was exercised, the term continued for five years; that there was to be no renewal, nor was there to be more than one term; that the term was either for three years or five years, depending upon the tenant, and that his option was to be exercised simply by retaining possession, and if not exercised, it was his duty to surrender possession, and not having done that, tire inference that it was. exercised would seem to be irresistible. This case was approved and followed in Trestegge v. Benevolent Society, 92 Ind. 82, 47 Am. Rep. 135.

Thus it appears that the defendant is in' under a sufficient lease for twenty years not yet terminated, and does not need to rely for his tenure upon the written extension sought to be set aside.

This being determinative of the case as made by the bill, and- it not appearing nor to be presumed that it can be made otherwise, though it may be if the lease in fact warrants it, it is unnecessary to consider whether the guardian’s deed to the orator revoked the extension, as claimed, and if not, whether the orator, being a purchaser, is in such privity with the Richard-sons as to enable him to impeach the extension on- the ground of their insanity.

But the defendant says that the bill should, in any view, be dismissed for want of jurisdiction, for that as the orator has the legal title of the reversion and is out of possession and the defendant in possession, holding adversely, an action of ejectment would afford him an adequate remedy.

United States v. Wilson, 118 U. S. 86, was a bill to remove a cloud from a legal title paramount to the title of the defendant, who was keeping the Government out of possession by holding adversely. It was held that the bill could not be maintained. The court said that in such cases equity has no jurisdiction, unless its aid is required to remove obstacles that prevent a successful resort to an action of ejectment, or when, after repeated actions at law, its jurisdiction is invoked to prevent a multiplicity of suits, or there are other specific equitable grounds of relief; that bills quia timet, such as that was, to remove a cloud from a legal title, cannot be maintained by one not in possession, because the law gives a remedy by ejectment, which is plain, adequate, and complete, and that such is the familiar doctrine of that court.

In Frost v. Spitley, 121 U. S. 552, 556, it is said that under the jurisdiction and practice in equity, independently of statute, the object of a bill to remove a cloud and to quit possession is, to protect the owner of the legal title from being disturbed in his possession or harassed by suits in regard to that title, and that the bill cannot be maintained without clear proof of both possession and legal title in the complainant. The Federal Judiciary Act of 1789, which declares that equity shall not have jurisdiction in any case where a plain, adequate, and complete remedy may be had at law, does not influence the holdings of that court on this subject, for it treats the provision as merely declaratory of the law that has governed proceedings in equity ever since their adoption by the courts of England. Whitehead, v. Shattuck, 138 U. S. 146, where it is held that the owner of the fee, out of possession, cannot maintain a bill to remove a cloud against one in possession holding adversely. And this is the holding in most of the states where jurisdiction depends upon equity principles, unaffected by statutory provisions. Note to Helden v. Hellen, 45 Am. St. Rep. 375, and the cases passim.

But if there are specific equitable grounds of relief, the rule may be different. United States v. Wilson, 118 U. S. 86. Thus, it is said in Booth v. Wiley, 102 Ill. 84, that the rule that a bill to quiet title and remove a cloud lies only when the complainant is in possession, or when he claims to be the owner and the land is unoccupied, applies only when the object of the bill is purely to remove a cloud from the title, and not when the primary relief sought is upon other and well established grounds of equitable relief, such as fraud, and'the removal of the cloud is only an incident of that relief. In Phillips v. Kesterson, 154 Ill. 572, it is held that the rule has no application when a deed is sought to be set aside for fraud. But here the primary object of the bill as drawn is, not'to set aside the extension for fraud, as none is sufficiently alleged; but to remove the cloud frOm the title.

As to what is an adequate remedy at law, we have recently said, adopting the language of the Federal Supreme Court, that “it is not enough that there is a remedy at law; that it must be plain and adequate, or, in other words, as practical and as efficient to the ends of justice and its administration as the remedy in equity.” Heath v. Capital Savings Bank, 79 Vt. 301, 305, 64 Atl. 1127. But no general definition can be formulated that will be a sufficient guide in all cases, for the law must be administered and applied with reference to the circumstances of the particular case.

This brings us to a consideration of the kind and character of the cloud here sought to be removed, and to what, in the circumstances, should be the disposition of the question of jurisdiction.

The orator knew when he bought the propertjr that the defendant was in the exclusive possession of it, and he was told that he was holding over under the lease. This put him on inquiry, and was notice to him of the defendant’s title, whatever it was. Pope v. Henry, 24 Vt. 560, 565; Pinney v. Fellows, 15 Vt. 525, 541; Wright v. Bates, 13 Vt. 341. It is not enough that he inquired of his grantor. lie should have inquired of the defendant. Canfield v. Hard, 58 Vt. 217, 223, 2 Atl. 136. Nor-does it avail him that he saw the defendant’s letter, for as it is not effective against the defendant, it cannot rebut the presumption that the law raises from his possession. Hackett v. Callender, 32 Vt. 97, 107. Had the orator inquired as he ought, he would have learned that the lease provided for an extension and not a renewal, and would have been charged with knowing the legal effect of holding over. So the orator took subject to the defendant’s rights, and his deed of the reversion made his title complete, for attornment was not necessary, and established between him and the defendant the relation of landlord and tenant, with all the rights and remedies incident to that relation, and entitled him to all the arrears of rent that accrued after his conveyance and not paid to his grantor in default of notice. Pelton v. Place, 71 Vt. 430, 46 Atl. 63; Kellum v. Berkshire Life Ins. Co., 101 Ind. 455; Scaltock v. Harston, Law Rep. 1 C. P. 106.

Thus it appears that the case as presented is essentially that of a landlord seeking to remove from his legal title the cloud of his tenant’s lease, terminating in eight years by its own limitation, and which, it would seem, the orator was willing to let run if he could get more rent, for the bill alleges that he notified the defendant that the use of the premises was worth $800 a month to him, which the defendant refused to pay.

Cases of this kind are not strictissimi jjtms, but are addressed to the discretion of the court, which is to be governed ■by general rules and principles as far as it can be, but which, at the same time, grants or withholds relief according to the circumstances of the particular case when those rules and principles furnish no certain measure of justice between the parties. 1 Story’s Eq. Jur., Redf. ed., §§693, 742. It is said in Wing v. Hall, 44 Vt. 118, that “relief in such eases is granted, not as a matter of right that the party has who seeks it, but as a matter of discretion that the court may exercise or not as appears fit.” There the court said it appeared fit, in the circumstances, that the parties should be left to try the facts by jury, as such questions are usually tried. This view was adopted and acted upon in Rooney v. Soule, 45 Vt. 303, where the court said that the discretion is to be exercised in exceptional cases, when the remedy at law is inadequate and delays dangerous, or where some other ingredient is shown requiring the effectual powers of equity jurisdiction to prevent fraud and injustice.

Now in the circumstances of this case, there are no general rules and principles that afford a certain measure of justice between the parties; there is no danger from delay, for an action at law can be commenced at once; no other ingredient is shown that requires the effective powers of equity to prevent fraud and injustice; and the orator would be no more embarrassed at law than in equity in respect of privity with the Richardsons. Therefore we think it fit and proper to leave him to his remedy at law, unless he can amend his bill so as to cure the defects here adjudged.

Decree reversed, demurrer sustained, bill adjudged insufficient, and cause remanded, with mandate.