Mayol v. Weiner Companies, Ltd

425 N.E.2d 45 (1981)

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Nature of the Case

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Facts

Somers desired to sell rental property. Somers enlisted the aid of Steven Vance of the Weiner Companies, Ltd. (D) to help him sell the property, which, at that time, had a tenant. Vance showed the property to Mayol (P), who wanted to purchase. P and Somers signed a contract to purchase real estate, which stated: “Conditions of offer: 1. Possession to be delivered on or before November 1, 1979, subject to tenant's rights...4. Seller shall furnish merchantable abstract of title or owner's title insurance policy, in the amount of the purchase price, showing merchantable title of record in seller's name, subject only to encumbrances assumed herein. 5. Seller shall convey title by warranty deed, subject only to encumbrances assumed herein. (Underlined words were typed into the form contract). P tendered $1,000, which was held in escrow by D. P received a copy of the tenant's lease and learned that the tenant had an option to purchase the property. P refused to purchase and sued D for the $1,000 in escrow. D then sued Somers. D then tendered $1,000 to the clerk of the circuit court, and the case proceeded under interpleader of the buyer and the seller. The key term was “possession to be delivered on or before November 1, 1979, subject to tenant's rights.” The court determined the phrase was ambiguous and thus it would consider extrinsic evidence. The trial court found that the parties intended the phrase to mean that P was taking the property subject to all the tenant's rights contained in the lease, including the tenant's option to purchase. Somers got the judgment and the $1,000 as liquidated damages. P appealed.