Hudson Nav. Co. v. Joyce

(after stating the facts as above). [1] This action is not on any lease, but solely upon an agreement between the Hudson Company 1 and Joyce, whereby, for good consideration, the latter was to receive certain money annually “in the event of a renewal of said lease by the city of New York with [Hudson Company] for a further term of ten years.” The sole question presented is whether such renewal ever took place. That there was a renewal we do not doubt. The meaning of that word has been considered in Carter v. Brooklyn Life Ins. Co., 110 N. Y. at page 22, 17 N. E. 396, and held to signify the revival or rehabilitation of an expiring subject; ' a description most appropriate in this case, where the leasehold estate' finally vested in the Central Railroad was exactly that created by the lease of 1904, with the reddendum clause changed as contemplated in the original contract. The “renewal” contemplated was something that was to grow out of the original lease, and be governed by its terms, and that is exactly what was finally executed and delivered to the Central Railroad. Equally, if not more, persuasive is the fact that in the terms of settlement of the action promoted by the railroad company all parties, thereto called the lease that should be and was *105delivered a “renewal” of the original; and they must be held to have accurately described their own act.

[2] There remains, however, the objection that such renewal was never rñade with or to, the Hudson Company, and therefore a condition precedent vital to Joyce’s claim was never fulfilled. As between the city and the Hudson Company the one thing needful to produce a renewal was the timely service of notice and demand. This was given; and that it required a mandatory injunction to produce it is immaterial, for it is elementary that what was done under the valid and unreversed order of a competent court must be held to' have been rightly done, "and to be such an act as any well-disposed and honest citizen would be glad to do.

The rights of all parties to the old lease, including the Central Railroad, were fixed when the Hudson Company served the notice of July 22, 1914. Doyle v. Hamilton Fish Corp., 144 App. Div. 135, 128 N. Y. Supp. 898; Mattlage v. McGuire, 59 Misc. Rep. 28, 111 N. Y. Supp. 1083; Underhill, L. & T. p. 1365. But it is said that Joyce was no party to that instrument, and his claim was not advanced by this res inter alios acta. It is true that Joyce’s rights depend, not on any estate carved out of the leasehold for him, but on a separate agreement to pay him for procuring the lease; his remuneration to be increased if such estate continued in being beyond the term originally conveyed by tire city of New York. There is nothing in the contract with Joyce to the effect that he shall be paid for the renewal term (which grew out of his efforts as truly as out of the original lease) only if the Hudson Company wanted it or enjoyed it. His compensation depends on whether there ever was a renewal of lease “by the city of New York with the [Hudson Company].”

It is plain that there was such renewal in legal contemplation the moment the Hudson Company exercised its option, i. e., served the notice of July 22, 1914, for nothing further was necessary to secure the formal paper called a renewal lease. The relations of all parties would thereafter have been the same had no further paper writings ever been executed. Under the contract in suit, Joyce need not care whether the Central Railroad ever got a lease or not, nor whether the Hudson Company assigned anything; it is enough for him that on July 22, 1914,' the defendant lawfully assumed the position of the city’s tenant for another ten years; that of itself was a “renewal with” the Hudson Company, because thefi and there the relation of landlord and tenant for the new term sprang into existence. The subsequent apparatus of papers merely made a record of an existing legal relation.

As Joyce’s claim became ripe, by the exercise (under lawful and righteous compulsion) of the Hudson Company’s option, the judgment below was right, and is affirmed, with costs.

(dissenting). The material provision of the agreement of August 4, 1904, between the Citizens’ Steamboat Company of Troy and the plaintiff, Henry L. Joyce, is as follows:

“Now, therefore, this indenture witnesseth: That,' the said party of the first part, in consideration of the services rendered by the said party of the second part in and about securing said lease from the city of New York, and *106in securing the said Central Railroad Company of- New Jersey as a tenant for said part of said pier, hereby covenants and agrees to pay to the said party of the second part, the sum of two thousand two hundred dollars ($2,200) a year, during the term of said lease of ten years, in equal quarterly payments in each and every year; mid the said party .of the first part further covenants, in the event of a renewal of said lease by the city of New York with the said party of the first -part for a further term of ten years, to pay to the said party of the second part the sum of two thousand two hundred dollars ($2,200) a year, in equal quarterly payments, in each and every year during the term of said renewal lease of ten years.”

The plain meaning of the foregoing language seems to me to be that in case of a renewal of the lease to the Citizens’ Company it will make the quarterly payments to Joyce. This is also the reasonable construction, because it is difficult to see why the Citizens’ Company should agree to pay after it had, by assignment or otherwise, lost all enjoyment of or interest in the premises. At the expiration of the original lease, the Citizens’ Company had been wound up and dissolved, so that no renewal ever was made or could have been made to it. Therefore I think no cause of action ever accrued to the plaintiff under the agreement.

The Hudson Navigation Company, however, had by virtue of an independent agreement assumed all obligations of the Citizens’ Company, and as assignee of the original lease was bound to renew the sublease of the south half of the pier to the Central Railroad Company of New Jersey. It could not do this without getting a renewal from the city. Assuming, for the purposes of argument, that it would have been liable to Joyce if it ever did get such a renewal, it never did get one Its notice to the city of intention to renew, or its liability to the Central Railroad Company to renew, the sublease, or the judgment in the state court that the city should renew, do not constitute a renewal. So it is equally beside the point that the state court might eventually have compelled a renewal. It never did. The parties to the suit, notwithstanding the judgment, could agree upon a wholly different settlement without consulting the plaintiff, Joyce, and pending the appeal of the city from the judgment, they did so; the Central- Railroad Company of New Jersey taking from the city a lease of the whole pier at the agreed advance of rent and upon certain other different considerations, while the Hudson Navigation Company stepped out entirely.

As there never was a renewal of the lease to the Citizens’ Company, or to the Hudson Navigation Corñpany, I think the plaintiff had no cause of action, and that his complaint should have been dismissed.