Appeal, No. 202, Jan. T., 1954, from order of Court of Common Pleas of Luzerne County, May T., 1953, in Equity, No. 2, in case of Joseph J. Savitsky et ux. v. Joseph P. Parulis. Order affirmed. Bill in equity for specific performance of a contract to retransfer a restaurant liquor license. Before APONICK, J. Adjudication filed finding for plaintiffs; exceptions to adjudication dismissed and final decree entered. Defendant appealed.
J. D. Sheperd, with him John R. Verbalis, for appellant.
Thomas F. Burke, with him Albert B. Carroza, for appellees.
Before Stern, C.j., Stearne, Jones, Bell, Chidsey, Musmanno and Arnold, JJ.
OPINION BY MR. JUSTICE MUSMANNO
On February 11, 1948, the plaintiffs Joseph and Mary Savitsky leased to the defendant Joseph P. Parulis certain premises in Exeter Borough for a period of five years. At the same time that the written lease was executed the parties signed a bill of sale for the fixtures and personal property on the premises. The bill of sale provided, inter alia: "The sellers hereby transfer, set over, assign, bargain, sell and deliver unto the buyer, his heirs, executors, administrators and assigns, all their right, title and interest, in and to the unexpired term of a certain 1947-48 restaurant liquor license... No. R. 1834, expiring July 31, 1948..." (Emphasis supplied.)
By means of another document the defendant agreed that he would not re-transfer the liquor license to any one but the plaintiffs. He also agreed that: "in the event of any uncured default, breach or violation of any of the terms, conditions or covenants of said lease, or any renewal or renewals thereof, he agrees upon request or demand by Savitskys, to immediately retransfer said license to Savitskys, or their nominee..."
When the lease expired on March 27, 1953, without renewal, the defendant refused to transfer back the liquor license to the plaintiffs unless the plaintiffs paid him for the value of the license. The plaintiffs contend that it was not understood that they were to make any payment for the retransfer and accordingly filed a bill in equity to compel, by specific performance, the return of the license. The lower court entered a
decree upholding the plaintiff's position and the defendant appealed.
The need for clarity and precision in business transactions is just as vital as the necessity for the exact admixture of ingredients in a chemical formula. It is possible that the defendant Parulis entertained an undisclosed idea, when he entered into the three-pronged contract with the Savitskys, that in the event his business enterprise struck the rocks of failure he would salvage something from the misadventure by a re-sale of the liquor license. However, that idea never took form in writing or in speech. Through his attorney he argues that if it was understood between the parties that the plaintiff was not to pay anything for the return of the license, why was not that simple statement introduced into the agreement? But that argument only reveals the disabling weakness of his own stand. If it was his (Parulis') understanding that the plaintiffs were to make some payment for the retransfer of the license why did he (Parulis) not incorporate that condition into the contract?
If the plaintiffs were to pay something, what was that something to be paid? There is nothing in the entire transaction which offers a standard of computation for determining the monetary value of the license. The three agreements are to be considered together and in doing so the only conclusion possible is that the defendant committed ...