Boeing Company v. King County
Boeing Company v. King County
Dissenting Opinion
(dissenting) — I am in accord with the view of the majority that the lease here in issue is governed by RCW 14.08.120 (5), but disagree with the conclusion that the county timely exercised its right to have the rental reviewed for the 1967-1972 term.
The applicable statute, with which the provisions of the lease are consistent, provides:
*499 And provided further, That any such lease of real property made for a longer period than ten years shall contain provisions requiring the municipality and the lessee to permit the rentals for each five year period thereafter, to be readjusted at the commencement of each such period, if written request for such readjustment is given by either party to the other at least thirty days before the commencement of the five year period in respect of which such readjustment is requested.
RCW 14.08.120(5).
It seems quite clear that in order to initiate action for a rental adjustment one of the lease parties must take positive action as, unlike the provisions of RCW 36.34.180, rental review is not automatic.
It necessarily follows that some action is to be taken by either the lessor or lessee which constitutes “a written request for rental adjustment given at least 30 days before the commencement of the next 5-year period (July 1, 1967).”
Therefore, the crux of this case is whether the communication between the lessor county and the lessee prior to July 1, 1967, should be categorized as a “request” for rental adjustment. The majority characterizes this issue as semantics, but I believe that it is of substance. Either the county made a timely request or it did not. Does the May 22, 1967, letter from the airport manager to the lessee enclosing a copy of the interdepartmental letter of May 11, 1967, rise to the status of a request?
Under the rule that words not otherwise defined or altered in meaning by context are to be given their usual and normal meaning, we look to the dictionary and find in Webster’s New International Dictionary (2d ed. 1956), that the noun “request” is defined as “Act or an instance of asking for something or some action desired; expression of desire; entreaty; petition; . . . Syn. — Petition, supplication, suit, demand.” The term thus connotes a communication of a position or demand. A fair analogy is to compare the request to an offer in contract negotiations. In this lease the acceptance is contractually required and thus may be akin
It is just as logical to consider that the board of commissioners will, when presented with all facts and figures, leave matters in status quo as to assume they will exercise their right to request an adjustment. Cf. Jones v. Dexter, 48 Wn.2d 224, 292 P.2d 369, 51 A.L.R.2d 1399 (1956). These two letters are not requests for rental adjustment, they are no more than preliminary investigation leading to a decision by the commissioners as to whether a request for rental adjustment will be made.
The majority states that the lessee “had notice of the county’s desire for a readjustment of the rentals,” but I think it more accurate to sáy that the lessee had notice that
Rosellini and McGovern, JJ., and Donworth, J. Pro Tern., concur with Neill, J.
October 15, 1969. Petition for rehearing denied.
Opinion of the Court
We have before us appeals in certain consolidated actions which arise out of a lease by King County to the Boeing Company (hereafter Boeing). This was a 75-year lease of considerable portions of the property generally known as Boeing Field.
King County is insisting on an arbitration of the rentals for the period beginning July 1, 1967 and ending June 30, 1972; and Boeing is insisting that the arbitration should be stayed as there was no timely request for a readjustment of the rentals. From judgments of the Kang County Superior Court directing that the arbitration proceed, Boeing appeals; and King County also appeals for reasons hereinafter indicated.
The whole controversy could have been avoided by a little more formality in the operations of county government and little more meticulous attention to detail and verbiage. It becomes here largely a question of semantics.
May 11, 1967, King County’s airport manager sent a letter
June 8, Boeing informed the county that it doubted whether the May 22 letter complied with the notice requirement of the lease and the applicable statute,
In its brief, Boeing asks two questions: (1) Was the letter given by a party to the lease; and (2) Did it constitute a “written request” for rental adjustment? It answers both questions in the negative, and concludes therefrom that no
Both questions were answered in the affirmative by the trial court. True, there was no formal resolution by the Board of County Commissioners, and the word “request” appears no place in the May 22nd letter from the airport manager. However, establishing that the letter of May 22 to Boeing was from “King County,” two county commissioners made affidavits which state that the airport manager had prior approval of the county commissioners for all steps to be taken by him in an effort to secure a readjustment of the rentals.
Boeing does not question that it had notice of the county’s desire for a readjustment of the rentals for the 5-year period (1967-1972) and, in fact, it negotiated
No amount of quibbling over forms and terms avoids the basic fact that Boeing was advised that King County was expecting a readjustment of the lease terms for 1967-1972 and that Boeing was required to negotiate a readjustment or submit to arbitration.
The trial court correctly decided that Boeing had received “a request” from King County within the purview of the lease and statute for the readjustment of the rentals for 1967-1972 and that no agreement or readjustment having been reached, Boeing was obligated to proceed with arbitration.
The parties have both asked for a declaratory judgment as to which statute governs this particular lease: Laws of 1953, ch. 178 (RCW 14.08.120(5)), or Laws of 1951, ch. 41 (RCW 36.34.180).
It was the trial court’s view that the lease could have been made under either statute, and that they present alternative and not conflicting procedures. We agree. It was also the trial court’s view that it having been specifically stated in the lease that it was prepared pursuant to Laws of 1953, ch. 178, and the lease having quoted the language of that statute in the readjustment clause, it was clearly intended to be the controlling statute. Again we agree.
King County does not have to use that statute in such leases, but having elected to use it, it cannot repudiate some of the terms of the statute merely because it thinks the terms of some other statute are more advantageous to it.
The judgment is affirmed in Boeing’s appeal, and also on King County’s appeal.
Hunter, C. J., Finley, Hamilton, and Hale, JJ., concur.
Boeing Field had been the principal airfield serving Seattle until the Port of Seattle opened the Seattle-Tacoma International Airport.
Someone has said that semantics are the worst “antics.”
“Board of County Commissioners May 11, 1967
“King County Courthouse
“Seattle, Washington 98104
“Re: Lease of Airport Property to the Boeing Company
Resolution No.....................
“Gentlemen:
“This is to inform you that on the 30th day of June 1967, the rentals for the above-referenced lease of Airport property are due to be readjusted and fixed by the Board of County Commissioners pursuant to the terms of RCW 36.34.180.
“It is anticipated that prior to the above date, the undersigned will have a recommendation for the Board as to the amount at which such rentals should be fixed. In the meantime, if you have any question in. this matter, please contact the undersigned.
“Very truly yours,
“King County Airport
“Stanley R. Gallup [signed]
“Airport Manager”
“Mr. John D. Bixby May 22, 1967
“Corporate Director of Facilities
“P.O. Box 3707
“Seattle, Washington 98124
“Dear Sir:
“Reference: Readjustment of Rentals
Under Commissioner’s Resolution No. 4618610
“Enclosed for your information is a copy of a letter to the King County Commissioners in regard to the above subject matter, which is self-explanatory.
“It would be appreciated if you would furnish to us by return mail any factual information or comments you may have which you deem relevant to the readjustment of the rentals under your leases of Airport Property from the County.
“Very truly yours,
“King County Airport
“Stanley R. Gallup [signed]
“Airport Manager”
King County insists that the applicable statute is Laws of 1951, ch. 41; RCW 36.34.180, which applies to leases of all county property and provides for readjustment of long-term leases every 5 years. It provides that the readjustment shall be made by the board of county commissioners, and if the board, and the lessee cannot agree, the rentals shall be adjusted by arbitration.
This, it will be seen, is more favorable to the county since no notice or “request” is necessary. The board makes the adjustment, and if the lessee does not agree, the county and the lessee must submit the issue to arbitration.
Boeing, however, reserved its right to insist that no “request” had been made.
Reference
- Full Case Name
- The Boeing Company, Appellant, v. King County, Respondent; King County, Respondent and Cross-Appellant, v. Texaco, Inc., Et Al., Defendants, the Boeing Company, Appellant
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- 5 cases
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- Published