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Opinion of the Court property, and hence should not now be required to pay the increased rent “which the owners had in mind, but which was never agreed upon.”
We are not impressed with this argument. Three days after submitting the proposed renewal agreement to plaintiffs, providing for an increase in the rental charge from $550 to $700 per month, and a somewhat less time after the return of the agreement to it for revision of the clause regarding electric current and janitor service, defendant exercised its right to terminate its tenancy by serving notice that it would vacate the premises on August 17, 1941. There is nothing to suggest that this action was taken by the Gov. ernment because of plaintiffs' request, or because the Government considered remote the chances of agreement upon the terms to be contained in the proposed lease. We are justified in concluding that the Government's decision to terminate was for reasons of its own quite unrelated to the current efforts of the parties to reduce their prior understanding to writing. In terminating its tenancy upon thirty days' notice it did no more than it would have been entitled to do if the proposed renewal agreement had been signed by both parties on July 14,
Let us suppose that plaintiffs had not been quite so diligent in returning the proposed agreement to defendant, or that defendant had decided to serve its notice of intention to terminate so shortly after tendering the agreement to plaintiffs that the latter would have had insufficient time to take any action whatsoever with regard to it. Can it be that the Government would have contended it was liable for no more than rental at the old rate of $550 per month, for the period between July 1, 1941, and August 17, 1941, if it had given notice of intention to terminate before plaintiffs had had a reasonable opportunity to indicate either their approval or disapproval of the agreement as written? The defendant concedes in its brief that if plaintiffs had signed the agreement this case would not be before the court, but it appears to be its position that because both parties knew a written lease was contemplated, no departure can be made from the terms of the original lease until such time as that intention
107 C. Cls.
Opinion of the Court
is fulfilled. We conceive the law to be otherwise, as stated in Herb et al. v. Day, 139 N. Y. S. 931 :
A lease for a year comes into existence as soon as the parties have come to an agreement upon all the terms, even though they intend thereafter to enter into a written contract as evidence of the prior parol agreement. The same rules that govern the making of other parol contracts are applicable to the making of parol leases. Where one side has stated the terms upon which he will make the contract, and the other side has by words or acts shown an acceptance of those terms, a contract is made between the parties.
In this case the defendant knew that the plaintiffs expected him to enter into a valid lease for one year before he entered into possession of these premises. The plaintiffs stated the terms upon which they would make the lease
the defendant never objected to any of these terms
but entered without objection into possession
Knowing that the landlord had offered possession upon certain terms, the defendant, by accepting and retaining possession for months, has clearly evinced his acceptance of these
terms, and is bound by his contract. Defendant has failed to bring to our attention any authorities which would indicate that a different rule should apply where the Government chances to be the lossee. Sequoia Mills v. United States, 60 C. Cls. 985, which defendant submits as decisive of this case, and Carr v. Duval, 14 Pet. 77, are clearly not in point. These cases dealt with the right to terminate an offer for want of a sufficient acceptance, at a time when the contractual relationship of the parties was wholly executory. They could have a bearing on this case only if the efforts of the plaintiffs and the defendant in this case to agree upon the terms of the renewal agreement had occurred prior to June 30, 1941. In that event Cleborne v. Totten, 57 F. (20) 435, and Goldstein v. United States, 79 C. Cls. 477, would perhaps merit our attention.
We conclude that this is not a proper case for application of the rule contained in 19 Comp. Gen. 222 which was the basis for rejection of plaintiffs' claim, and that no implication of a continuance of defendant's tenancy upon the same terms as in the prior lease is justified upon the facts.
It has seemed advisable to cite authorities and quote from
Opinion of the Court the record in order to make the necessary distinctions, and yet we finish with a feeling of futility. After going through the record the question narrows to the interpretation to be placed on the letter of notice which plaintiff gave. The defendant contends that their respective interpretations leave the litigants miles apart. The plaintiff in effect replies tweedle-dee. An old atheist once said that when ants were created it was piddling business. I have never respected the atheistic viewpoint, but having read a considerable record of testimony and documents and sixty pages of briefs and authorities which finally simmer down to the one point, I can appreciate his aggravation.
The letter says all electric current, cleaning and janitor service. That seems rather clear. There is no principle involved here. It is only a question of what rule of law to apply to the facts of the instant case. The whole case involves $284.17.
Even if it were held that the terms of the contract had not been substantially agreed upon the defendant would be in no better position. Manifestly after plaintiffs' notice of May 6, defendant was not entitled to hold the premises under the terms of the old lease. In the absence of a complete agreement on terms plaintiff would be entitled, on a quantum meruit basis, to recover the reasonable rental value of the premises for the period they were actually occupied by the defendant after the termination date of the old lease. We find that the reasonable rental value of the premises for that period, in the circumstances disclosed by the record, to be at the rate of $8,400 a year, plus the cost of electricity and janitor service as set out in plaintiff's letter of May 6. Semmes and Barbour v. United States, 26 C. Cls. 119, 131; Arnold Realty Co. v. William K. T'oole Co., 46 R. I. 204, 125 Atl. 363.
We would hesitate to explore the legal costs of settling this dispute. After reading the record there was a temptation to write an opinion of only a few lines. But yonder on the hill sits the Supreme Court which has the final say. If we discussed none of the numerous cases cited by the litigants that court might logically conclude that the case hadn't been given proper attention.
107 C. Cls. Syllabus Plaintiffs are entitled to recover the sum of $284.17. It is so ordered.
WHITAKER, Judge; LITTLETON, Judge; and WHALEY, Chief Justice, concur.
MADDEN, Judge, took no part in the decision of this case.
BURKE AND HERBERT BANK AND TRUST CO., ADMINISTRATOR C. T. A. OF THE ESTATE OF ALEXANDER M. BUNN, DECEASED, AND PEARL W. RICHARDSON, ADMINSTRATRIX OF THE ESTATE OF WILLIAM E. RICHARDSON, DECEASED, v. THE UNITED STATES
(No. 45611. Decided October 7, 1946)
On the Proofs
Patents; no proper notice to defendant of assignment to plaintiffs
of an interest in the invention and hence no implied promise to pay compensation for the taking of it arises.-Plaintiffs, executors respectively, of Bunn and Richardson, attorneys, produced evidence to show that the inventor, Garand, in 1919, made a contract with Bunn and Richardson, agreeing to give them a certain percentage of sums realized for assignment, sale or license of any patents relating to an automatic rifle, which he might obtain during the life of the contract. In 1936 and subsequently, Garand, then an employe of the Government, without the knowledge of Bunn and Richardson, made assignments to the Government of all his rights in patents obtained by him, and to be obtained, under certain applications for patents on inventions relating to automatic rifles. Plaintiffs claim this constituted a taking by the Government of the interest of Bunn and Richardson in the patents. It is held that the proof fails to show that defendant had proper notice of Garand's contract of 1919 with Bunn and Richardson at the time it accepted assignments of the patents. Being ignorant of plaintiffs' rights, a promise to pay them compensation as for a taking cannot be implied by the defendant's acceptance of the
assignments from Garand. Same; defendant not charged with knowledge of contract between
plaintiffs and inventor.-Not only were the assignments from Garand, in 1936, taken in actual ignorance of plaintiffs' rights, if any, but there was nothing to charge the defendant with knowledge of the contract of 1919 between Garand and Bunn and Richardson.
Reporter's Statement of the Case Same; knowledge acquired by agent not imputed to principal, when.
Knowledge acquired by one agent of a principal will not be imputed to the principal in a subsequent transaction negotiated by another agent unless it was the duty of the first agent to
transmit the knowledge to his principal. Same; no proof of duty on part of officer receiving notice to impart
knowledge to defendant.-In the instant case, notice to a subordinate officer of the War Department in 1919 is not sufficient to bind the Department in a transaction in 1936, unless there was a duty on the officer receiving the notice to make a record of the fact in such a way as to bring it to the attention of the officers in later years who might be called to deal with the matter; and there is no proof that there was
any such duty. Same; registration by defendant of assignment of patents by inventor
not an acquisition of rights but merely notice of rights already acquired.—When, after the assignment in 1936 to the War Department by Garánd, the Department received notice of the 1919 contract, and the Department thereafter registered the assignment with the Patent Office; the registration of the assignment could not give rise to an implied promise to pay to the plaintiffs compensation for the taking of their interests in the patents, because at the time the assignment was recorded the defendant held the patents under a claim of right arising from the assignment by Garand. The registration of the assignment was not an acquisition of any rights in the patents but was merely notice
of rights already acquired. Same; plaintiffs' interest, if any, in the patents not decided by the
court.-The court having held that for want of notice, the defendant is not liable for the taking of plaintiffs' interest, if any, in the Garand patents; the court does not decide whether or not the contract of 1919 with Garand gave the plaintiffs an interest in the patents, for the taking of which the defendant would have been obligated to pay to plaintiffs just compensation.
The Reporter's statement of the case:
Mr. Archie K. Shipe for the plaintiff. Mr. Walter M. Bastian was on the brief.
Mr. H. L. Godfrey, with whom was Mr. Assistant Attorney General John F. Sonnett, for the defendant. Messrs. John B. Miller and J. F. Mothershead were on the brief.
The court made special findings of fact as follows:
1. Alexander M. Bunn, at all times hereinafter mentioned, was engaged in the practice of law in Washington, D. C., specializing in patent law. Mr. Bunn died during the