option agreement in any manner and that any default under the terms of the lease would not in these circumstances be a default under the option or a defense against exercise of the same. Since we hold that the option was validly exercised and that default if any by the tenant under the terms of the lease would not be a defense to this action to enforce the option a decree of specific performance must be entered.
D. Conclusions of Law
(1) This court has jurisdiction over the parties and the subject matter.
(2) Owens Illinois, Inc. and Lake Shore Land Company, Inc. entered into a valid and enforceable option agreement (P. Ex. 1) on April 19, 1967.
(3) Owens Illinois and Lake Shore entered into a separate lease agreement (P. Ex. 2) on April 19, 1967.
(4) Owens Illinois, Inc. as optionee gave consideration to Lake Shore as optionor for execution of the option agreement which was separate and independent from that given for the lease agreement.
(5) Pursuant to paragraph 1 of the option agreement, Owens Illinois, Inc. had a right to exercise its option to purchase the 4.078 acre parcel of land from Lake Shore Land Company, Inc. at the end of the tenth year of the lease, which lease year ended on September 30, 1977.
(6) By letter of July 2, 1976, sent by registered mail and received by Lake Shore on July 6, 1976, Owens Illinois made a valid exercise of its option to purchase the property at the end of the tenth year of the lease September 30, 1977. This exercise was consistent with paragraph 3 of the option agreement which required notice of exercise to be mailed not less than 45 days prior to the expiration of the lease year at the end of which the sale was to be consummated.
(7) By letter of December 15, 1976, Lake Shore clearly stated that it refused to convey title to the 4.078 acre parcel of land at any time in breach of the option agreement.
(8) By filing and pursuing their action for declaratory and injunctive relief, Owens Illinois has indicated its continued desire to purchase the 4.078 acre parcel of land under the option agreement.
(9) Owens Illinois had no obligation to designate the exact date, time and place of closing under paragraph 9 of the option agreement especially in view of Lake Shore Land Company's continuing refusal to convey title at any time.
(10) Owens Illinois has at all relevant times been ready, willing and able to pay the purchase price under the option agreement but Lake Shore has breached its legal obligations under said option agreement by refusing to execute a deed or to perform its other obligations under the option agreement.
(11) Lake Shore Land Company's claim of an alleged breach of the lease agreement does not affect its obligations under the option agreement because the two agreements are separate and independent, as shown by the separate consideration and the fact that the optionee's rights under the option agreement are freely assignable without the optionor's consent contrary to the terms of the lease agreement, and since there is no provision which declares a forfeiture of the option upon a forfeiture of the lease.
(12) In any event, there has been no forfeiture of the lease because Lake Shore has chosen not to terminate the lease agreement pursuant to paragraph 16 thereof for an alleged default of that lease agreement, but instead has chosen to continue the lease agreement between the parties.
(13) By failing to terminate the lease agreement pursuant to paragraph 16 thereof and by continuing to accept monthly rental payments by Owens Illinois under the lease agreement Lake Shore has waived any right to declare a forfeiture of the lease and thereby affect the validity of the option agreement.
(14) The agreement to sublease with purchase option (P. Ex. 15) constitutes a valid sublease, and not an assignment, pursuant to paragraph 15 of the lease agreement.
(15) There has been no default under paragraph 15 of the lease agreement because Lake Shore Land Company's letter of December 11, 1972, constitutes the required written consent to sublease.
(16) In any event, Lake Shore could not unreasonably withhold its consent to the sublease to Jeannette Corporation in view of the fact that:
(1) Owens Illinois continued to be responsible for the obligations under the lease agreement,
(2) Jeannette Corporation is a large, publicly held corporation of sufficient financial backing as not to cause any prejudice to Lake Shore and