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AMERICAN LEASING v. MORRISON COMPANY (12/23/82)

filed: December 23, 1982.

AMERICAN LEASING
v.
MORRISON COMPANY, APPELLANT



No. 1086 Pittsburgh, 1980, Appeal from the Judgment of the Court of Common Pleas, Civil Division, Erie County, at No. 272-A-1976.

COUNSEL

John W. English, Jr., Erie, for appellant.

Ted J. Padden, Erie, for appellee.

Cercone, President Judge, and Brosky and Hoffman, JJ.

Author: Cercone

[ 308 Pa. Super. Page 321]

This case involves the lease-purchase of a building located in the city of Erie, Pennsylvania. Following a non-jury trial, the court below found for American Leasing, (hereinafter American) plaintiff below, in the sum of $15,500 with interest. Exceptions were filed and dismissed. A praecipe for judgment was filed by American. Pursuant to direction by this Court, judgment was entered by lower court order nunc pro tunc on March 19, 1982. We affirm.

American leased a building from the Erie County Industrial Development Authority (hereinafter E.C.I.D.A.) which held legal title to the real estate, and, in turn, E.C.I.D.A. entered into a mortgage with the Marine Bank in Erie at a low interest rate. The Bank received tax-free interest payments from E.C.I.D.A. and American made payments to E.C.I.D.A. equal to the latter's payments to the Bank. At the end of the lease, which would coincide with the maturity date on the note and mortgage, E.C.I.D.A. was to deed the building to American for nominal consideration. It was the aborted transfer of this agreement between American and E.C.I.D.A. to appellant Morrison Company (hereinafter Morrison) from American which gave rise to the instant action.

Morrison began to show interest in the real estate in early 1975 and on May 16, 1975, Gerald A. Ryan, President of American, met with John H. Morrison, President of Morrison. Also present was Thomas Doolin of Marine Bank. They toured the building and Morrison asked questions of both Ryan and Doolin regarding the lease arrangement.

[ 308 Pa. Super. Page 322]

They then had a meeting over lunch at which time they arrived at an agreement to transfer the building from American to Morrison. That same day, Ryan, President of American, incorporated the agreement in a letter to Morrison. Five days later, Morrison replied to the letter and confirmed the agreement as stated in American's letter.

E.C.I.D.A.'s approval of the transfer was obtained within a few weeks of the luncheon. Doolin had given approval of assumption by Morrison of American's loan from Marine Bank. Attorney Toohey of American then attempted to schedule a closing date with Morrison, but Morrison began to delay. After many exchanges between both parties' lawyers, American finally sent Morrison a notice that it was ready to close the transaction by tendering the deed on October 15, 1975. Morrison's lawyer sent American a letter dated October 9, 1975, in which he asserted for the first time that Morrison did not consider that a valid contract had been formed. (However, no reason was offered for this position.)

Subsequently, when it was evident that Morrison was unwilling to perform, American assigned its lease to the Marine Bank for $183,000, which was $8,500 less than the amount which appellant Morrison had agreed to pay. This fact was stipulated to at trial; also stipulated to was the fact that American incurred the expense of four additional months' rent at $1,750 per month, because of Morrison's refusal.

Morrison now appeals the judgment of the lower court which was pursuant to a verdict for American. The court specifically found that the letters of the parties encompassed their agreement as to the lease purchase of the property, that the agreement satisfied the Statute of Frauds, and that no condition precedent was contemplated by the parties to Morrison's duty as purchaser under the agreement.

In two of its arguments, appellant Morrison, urges failure of the contract because the two letters presented by appellee American as ...


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