Straus v. U.S. Postal Serv.
Straus v. U.S. Postal Serv.
Opinion of the Court
*707OPINION
In 1966, Plaintiffs Laurence A. Straus, Michael S. Straus, and William M. Straus' ("Straus Brothers") father leased to Defendant United States Postal Service ("USPS") a building which has since housed the Richmond Station Post Office ("Richmond Station").
Both parties filed cross motions for summary judgment. The Plaintiffs seek an order affirming their right not to sell Richmond Station and denying that USPS' has a right to continued possession of and to exercise any purchase option. USPS, in turn, seeks an order compelling Plaintiffs to convey Richmond Station to USPS.
I. Facts
The following facts are not in dispute between the parties. On August 1, 1966, USPS
In 1982, the parties executed an amendment to the 1966 Lease (the "1982 Amendment"), which became effective on July 1, 1982. Paragraph 5 of the 1982 Amendment reduces the annual rent for the property from the $18,850 set forth in the 1966 Lease to $17,054 for the remainder of the original lease term and for six renewal term options, each for a set period of five years. The 1982 Amendment also grants USPS an option to purchase the property at fair market value at any time during the remaining term of the lease and any renewal term (the "Fair Market Value Option").
USPS renewed its tenancy through the last renewal option term paying the rent rate set out in the 1982 Amendment. On July 28, 2015, one year and a few days prior to the expiration of the final renewal term, it sent a letter to exercise the option to purchase the property. The letter purported to "constitute[ ] notice" that USPS "has elected to purchase the fee simple title to the leased premises...including the underlying land, at the end of the sixth 5-year renewal option term for the purchase price of $240,000.00, as provided in *708Paragraph 6 of the Post Office Department Lease, dated August 1, 1966." The letter did not refer to the 1982 Amendment. USPS scheduled a closing for the transfer of Richmond Station. The Straus Brothers did not appear, disputing USPS' right to exercise the Fixed Price Option. The Straus Brothers then brought this suit against USPS.
I. Legal Standard
"[S]ummary judgment is appropriate where there is no genuine issue as to any material fact and the moving party is entitled to a judgment as a matter of law." Alabama v. North Carolina ,
"A genuine issue is present when a reasonable trier of fact, viewing all of the record evidence, could rationally find in favor of the non-moving party in light of his burden of proof." Doe v. Abington Friends Sch. ,
II. Analysis
Plaintiffs' argument on their motion for partial summary judgment is that a plain reading of the 1966 Lease and the 1982 Amendment shows that the Fixed Price Option to purchase the property was superseded by the Fair Market Value Option in the 1982 Amendment. They contend further that having failed to timely pursue the Fair Market Value Option and the lease agreement for the Property now having expired, USPS is a holdover tenant at Richmond Station. In its motion for summary judgment USPS asks for a judgment directing the Straus Brothers to specifically perform-to tender title to the leased premises to USPS in accordance with the Fixed Price Option set forth in the 1966 Lease.
1. The Inter-Relationship of the 1966 Lease and 1982 Amendment Terms
Preliminarily, both motions require an analysis of the inter-relationship of the terms of the 1966 Lease and the 1982 Amendment. More specifically, the question before the Court is, given the language in the relevant provisions of the two documents, what effect the Fair Market Value Option of the 1982 Amendment had on the Fixed Price Option in the 1966 Lease.
"In contract interpretation, the plain and unambiguous meaning of a written agreement controls." Arko Exec. Servs., Inc. v. United States ,
Contractual ambiguity arises when the words might be subject to more than one reasonable interpretation; latent ambiguity arises when the terms of a contract are made uncertain due to facts beyond the four corners of the contract.
a. The Unambiguous Terms of the 1982 Amendment Preserve USPS' Fixed Price Option.
As a preliminary matter, a review of the language of Paragraph 8 of the 1982 Amendment leads to the conclusion that the Fixed Price Option in the 1966 Lease was preserved even while an additional option-the Fair Market Value Option-was created.
Paragraph 8 reads, "This option is in addition to any other purchase options *710available under the lease of this property." The paragraph is preceded by Paragraphs 6 and 7, which deal with, respectively, the Fair Market Value Option and the method of determining through a series of appraisals what the Fair Market Value is at the time the option is exercised. The two words that begin Paragraph 8-"This option"-when viewed in the context of the previous two paragraphs unambiguously refers to the Fair Market Value Option. The next sub-phrase of Paragraph 8, the words "in addition to," is a prepositional phrase indicating something that is over and above what has already been stated
Given the clear language of Paragraph 8, Plaintiffs' suggestion that the phrase "in addition to any other purchase options" ought to be interpreted to refer to the eminent domain powers of the federal government, granted to USPS by statute, see
Plaintiffs also assert that Paragraph 8 of the 1982 Amendment does not preserve the Fixed Price Option because it is "boilerplate" language used by USPS, and the same clause appears in amendments to leases that originally contained no purchase options. Assuming, without deciding, *711that the existence of other leases between Howard Straus and USPS are relevant and properly considered, the argument still lacks merit. The clause "in addition to any other purchase options available under the lease of this property" does not exclude the possibility that there are no other purchase options available. It unambiguously provides that available purchase options, if any, be preserved for USPS.
Of course, this reading of the lease provides USPS with the choice between exercising its option either at a fixed price (as set forth in the 1966 Lease) or at the fair market value (under the 1982 Amendment). But this does not make the options inconsistent. Inconsistent provisions exist when "both cannot be operative at the same time." See Bechtel Corp. v. Local 215, Laborers' Int'l Union ,
2. USPS is Entitled to Specific Performance.
USPS contends that it is entitled to specific performance of its option to purchase Richmond Station for the Fixed Price Option of $240,000. It is black letter law that an option to purchase is in the nature of a continuing offer to sell that when accepted by the lessee completes a contract of sale. Willard v. Tayloe , 75 U.S. (8 Wall.) 557, 560,
In this instance, the terms of the 1966 Lease Agreement provide that the government has "the option to purchase the fee simple title to the leased premises, including underlying land" for $240,000, mandating that "the Government shall give the lessor notice of election to purchase at least one year in advance of the end of the renewal period." It is undisputed that in a timely manner, USPS provided notice to each of the Straus Brothers *712in the form of a letter that it "has elected to purchase the fee simple title to the leased premises...including the underlying land... as provided in Paragraph 6 of the Post Office Department Lease, dated August 1, 1966." The Straus Brothers point to correspondence among them after they received that notice showing that they believed that USPS was exercising the Fair Market Value Option. Accordingly, they argue that, under the principle of contra proferentem, their interpretation of the Lease-that only the Fair Market Value Option was available to USPS, should prevail. This argument is untenable, not only because the contra proferentem construct generally is used in the interpretation of insurance contracts and is "not universally applied to other contracts," but also because it applies only where there are ambiguities in the insurance contract, at which point the ambiguities are resolved in favor of the insured. Heasley v. Belden & Blake Corp .,
3. USPS is a Holdover Tenant
Plaintiffs argue that because USPS's lease on the Richmond Station expired on July 31, 2016, with no further options to renew and that USPS has continued to occupy the premises without paying rent, USPS is a holdover tenant and they are entitled to compensation from USPS for its continued occupancy of the Richmond Station. USPS has not challenged this contention in its responsive briefs and, has accordingly, conceded that it is a holdover tenant and owes rent to the Strauss Brothers for the period it has occupied the building through to the closing of the sale of the property to USPS. See Jacobs v. Contract Callers, Inc. ,
An appropriate order follows.
The Straus Brothers obtained ownership of Richmond Station in 1999.
The Postal Reorganization Act established USPS on August 12, 1970. See Pub. L. No. 91-375,
The parties agree that federal law controls interpretation of the lease. And, they are right. "[F]ederal law governs questions involving the rights of the United States arising under nationwide federal programs." See United States v. Kimbell Foods ,
"Addition," defined, is the "act or process of adding: the joining or uniting of one thing to another." WEBSTER'S THIRD NEW INTERNATIONAL DICTIONARY 24 (Philip Babcock Gove ed., 1993).
It is apparent from the other language of the 1982 Amendment that the term "lease" in Paragraph 8 encompasses the terms of the 1966 Lease except as specifically amended. See Paragraph 11 of the 1992 Amendment ("All provisions of the aforementioned lease unaffected by this amendment are hereby confirmed and shall remain the same."). That conclusion is buttressed by the introductory recitals to the 1982 Amendment which defines the lease as that created in 1966, stating "W[hereas] by lease dated August 1, 1966." Similarly, the recitals refer to the "aforesaid lease."
Similarly, in U.S. Postal Serv. v. Jamke , the Eastern District of California held that the language of the contract preserved the prior fixed price option. U.S.Postal Serv. v. Jamke ,
Defendants argue that Johnson is inapposite because it dealt with whether the district court erred in refusing to consider parol evidence to clarify the meaning of the amendment. This argument misses the point. The Johnson court affirmed the district court's decision not to consider parol evidence because, as is the case here, the contract language unambiguously supported USPS's right to exercise the fixed price purchase option.
Id. at *7-8. The Straus Brothers point to no record evidence in this case that materially distinguishes the issue here.
Reference
- Full Case Name
- Michael S. STRAUS, Laurence A. Straus and William M. Straus v. UNITED STATES POSTAL SERVICE
- Cited By
- 1 case
- Status
- Published