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socrateaser, Attorney
Category: Landlord-Tenant
Satisfied Customers: 39139
Experience:  Retired (mostly)
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Parol Evidence.OldLord and Tenant signed a lease on a Leased

Customer Question

Parol Evidence.OldLord and Tenant signed a lease on a Leased Premises. The lease contains a "latent" ambiguity (i.e., OldLord and Tenant did not notice the ambiguity).NewLord purchases the Leased Premises. The ambiguity is discovered. Where there is an ambiguity, parol evidence is allowed, to determine the intention of the parties.How does the parol evidence rule work when a lease is assigned? As always, please provide authoritative CO court cases.JustAnswer is under the impression that I am asking to "speak to"Customer I would like a written response from him/her (not a call). Thanks.
Submitted: 1 year ago.
Category: Landlord-Tenant
Expert:  socrateaser replied 1 year ago.
Hello again, You might want to consider contacting me directly, if you believe you will have numerous legal research questions going forward. I will send you a premium services invitation, which you can accept or decline at your convenience. Meanwhile, I'll also start looking for the requested case law.
Customer: replied 1 year ago.
Thank you for the offer.
I would be happy to pay the $5 to have your direct information. My postings here though are to focus minds on very precise questions of interpretation. Once a lawyer/client relationship is established, the nature of the relationship changes.
Expert:  socrateaser replied 1 year ago.
People v. Adams, 243 P.3d 256, 263 (Colo.2010) ("An assignment which appears to be absolute on its face may not be completely effective if parol evidence demonstrates an intent departing from the terms of the assignment.") Hope this helps.
Customer: replied 1 year ago.
Thank you. The case law you sent (People v Adams) concerns an assignment. The subject matter assigned there (if I understood correctly) is contracts for services between client and service provider. The subject matter is very different from a contract for the exclusive use of land (aka "Lease").Also, looking at the specific line you sent, the question before that court may have been whether the assignment was effective (i.e., if it was not, then, using the terminology I adopted in my question, OldLord is still the Landlord in the lease, despite OldLord's attempt to assign the lease to NewLord).Leases are generally different from other contracts (I think the main difference between "land" contracts and other "personal" contract is the extent the parties are bound on assignment ...).Can you provide references for how the parol evidence rules work when assignment is of a lease?
Expert:  socrateaser replied 1 year ago.
The Adams case cites to Lookout Mountain Paradise Hills Homeowners' Ass'n v. Viewpoint Associates, 867 P.2d 70, 73-74 (Colo.App.1993); Parrish Chiropractic Centers, P.C. v. Progressive Cas. Ins. Co., 874 P.2d 1049, 1055 (Colo.1994), and Coosewoon v. Meridian Oil Co., 25 F.3d 920, 930 (10th Cir.1994), concerning the formalities necessary to execute a valid assignment. None of these cases involve an assignment of a "chose in action" (i.e., the right to sue). Rather, they are straightforward contract actions. Adams also cites to Harambee Enterprises, Inc. v. State Bd. of Agric., 511 P.2d 503, 504 (Colo.App.1973), which involves assignment of a claim (chose in action). In my view, the interchangeable use of case law involving assignments of legal claims and contract actions suggests to me that Colorado courts do not distinguish between the subject matter of the assignment -- only whether or not an assignment is valid seems relevant. Regardless, Westlaw(r) reports no Colorado case discussing all of the requested issues. Adams is the closest match to your request. Hope this helps.
Customer: replied 1 year ago.
DearCustomerI did not clearly explain what my question is about.
There is a lease between Landlord and Tenant. The lease contains an ambiguity. The ambiguity comes to light in year 5.
According to the "parol evidence rule", it is permissible to bring in extrinsic evidence to try to figure out the "true intention" of the parties signing the lease. Such evidence will include (say): letters of intent, email exchanges between Landlord and Tenant, email exchanges between the parties and the broker. All these documents can help ascertain what Landlord and Tenant really meant. All these documents were generated shortly before the lease was signed.In year 3 Landlord assigns the lease to NewLord. My question is NOT "is the assignment valid". My question is this: what role will the extrinsic evidence (i.e., parol evidence) play in determining the intention of the parties? NewLord did not generate any of the extrinsic evidence, and has no access to them. What tools will the courts use to determine the "true intention of the parties" when one party is an assignee, and would have relied only on the actual words on the lease (and possibly a letter of estoppel). Please back up your answer with authority.
Hope this makes my question clearer.
Expert:  socrateaser replied 1 year ago.
Okay, thanks.People v Adams, cites to Coosewoon v. Meridian Oil Co., 25 F.3d 920, 930 (10th Cir.1994)("In determining the intent of the parties to an assignment, all facts and circumstances surrounding the transaction must be taken into consideration. [emphasis added]"). The implication from this quote is that the court is absolutely wide open to the presentation of parol/extrinsic evidence in determining whether "an assignment which appears to be absolute on its face may not be completely effective." Harambee Enterprises, Inc. v. State Bd. of Agric., 511 P.2d 503, 504 (Colo.App.1973). Now, I concede that I am continuing to reference cases from Adams, but that's because the case, in my view, provides substantially all of the collateral cases to support the broad nature of the inquiry that the court permits as a means of determining the scope of an assignment. Westlaw(r) provides Key Number classifications. Unfortunately, this information is both subject to copyright restrictions, and it is voluminous. I can provide you with an html file containing the cases which fall within the Key Number classes for Assignments in Colorado, so that you can read the headnotes and then look up the cases yourself. But, I cannot possibly do this in this forum, due to copyright restrictions and the time required to provide you with what amounts to a very sizable amount of information (800+ possible state and federal Colorado cases). So, if you want to do business directly, then please consider the premium services invitation. If not, then I've gone about as far as I can here (though, in my view, the legal answer is that the tools that the court will consider are effectively any and all evidence bearing on the facts and circumstances of the assignment). I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer (click 3, 4 or 5 stars) -- otherwise, I receive nothing for my efforts in your behalf.Thanks again for using Justanswer!
Customer: replied 1 year ago.
DearCustomerThe case you cite does not help me. In the case you cite, the court is trying to figure out the intention of two parties to a contract. The two parties are the assignor and the assignee."Under Oklahoma law, no particular words are necessary to effect a contractual assignment; rather, the intent of the parties governs whether an assignment has been made. Hefley v. Jones, 687 F.2d 1383, 1387 (10th Cir.1982); Cobb v. Baxter, 292 P.2d 389, 391-392 (Okla.1956). In determining the intent of the parties to an assignment, all facts and circumstances surrounding the transaction must be taken into consideration. See Young v. Mayfield, 316 P.2d 162, 166 (Okla.1957)."The case is therefore about a contract between two parties (assignor and assignee) who negotiated a contract, signed it, and now the court is trying to figure out the intentions of those two parties. This is very different from the question I am asking.
The situation I am describing concerns the contractual "agreement" between two parties who NEVER reached any agreement. Landlord and Tenant agree a contract. Landlord (or Tenant) then assigns the contract to a third party, who becomes a principal to the contract. The case you cite refers to "intention". What is the "intention" of two parties who never had any dealing with each other?I am asking for case law showing how the courts deal with the "parol evidence rule" between two parties who never had any dealings with each other. If you can't find any case law, please release the question and allow someone else to have a go.
Expert:  socrateaser replied 1 year ago.
Neves v. Potter, 769 P.2d 1047, 1054 (Colo. 1984) ("While it is generally correct that an unambiguous document must be interpreted based only upon the information contained within its four corners, such is not always the case. Parol evidence can be used to vary or contradict the document when the litigation is between a party to the contract and a stranger thereto. Bardwell v. C.I.R., 318 F.2d 786 (10th Cir.1963); American Crystal Sugar Co. v. Nicholas, 124 F.2d 477 (10th Cir.1941) (applying Utah law); Continental Trust Co. v. Johnston, 67 Colo. 592, 188 P. 1112 (1920); Green v. Grant, 635 P.2d 236 (Colo.App.1981); see generally 9 J. Wigmore, Evidence § 2446 (3d ed. 1940 & 1980 Supp.)." Hope this helps.
Customer: replied 1 year ago.
I think I have clearly explained what I am looking for. For avoidance of doubt, I will explain once again.I am looking for a case which covers all the following components:1. Landlord and Tenant sign a lease.
2. The lease contains an ambiguity.
3. Landlord and Tenant, in negotiating the lease, generate a lot of "parol evidence" which might help resolve the ambiguity.
4. One party to the lease (say Landlord) assigns the lease to New Landlord, who was not privy to all the "parol evidence".
5. A dispute arises between the New Landlord and the Tenant.The scenario above must have occurred before, given that leases are often very long. In the scenario above, how will the courts treat the "Parol evidence"? Parol evidence is brought as an aid to understand the "intention" of the parties, but once the lease is assigned, it is impossible to impute any "intention" to the assignee.You keep on citing lots of cases, but none of the cases you cite contain all the 5 elements listed above.I appreciate that finding a good case may take some time. You have also seen that I tip generously.If you can't find a case covering all the 5 elements above, please release the question to another expert who might be willing to look.
Expert:  socrateaser replied 1 year ago.
Thanks for your clarity.I could try to convince you that I have "consulted the bones. they tell me nothing," and that no one can do better, no matter how long or hard they try. However, after answering questions in this forum for eight solid years, my experience is that when a customer is convinced that the pot-of-gold at the end of the rainbow can be achieved, there is no point in trying to dissuade them from that conviction. So, I shall leave you to continue your quest with others. Best wishes with your legal dilemma, and thanks again for using Justanswer!