Landlord/Tenant – Commercial Lease – Execution & Delivery – Municipal – Council Minutes

Sifonios v. Town of Surfside Beach (Lawyers Weekly No. 011-094-15, 8 pp.) (Stephanie McDonald, J.) Appealed from Horry County Circuit Court (Paul Burch, J.) S.C. App.

Holding: Even though plaintiff signed a lease as tenant, since the lease said it would “become effective only upon execution and delivery hereof by both parties,” the town council’s conditional approval of the lease did not constitute a sufficient signing of the lease.

We affirm summary judgment for the defendant-town.

The lease also says, “This Lease can be modified only by a writing signed by the party against whom the modification is enforceable.”

Given the express language of the lease, multiple letters or documents cannot become a substitute for the lease itself.

Even if the town was not required to sign the lease to make it effective, language in the council’s signed meeting minutes defeats plaintiff’s contention. The minutes clearly authorize the town administrator to enter into the lease “contingent upon the Town’s receipt and acceptance of evidence of one, the prospective tenants[‘] credit worthiness, and two, satisfactory background check.”

The minutes also unequivocally set forth the town’s intent to “reconvene or at least be apprised” after satisfactory background and credit checks were obtained. Therefore, the town council’s execution of the minutes was not a substitute for a valid execution of the lease.

We also reject plaintiff’s claim that the town intended to deliver the lease when it posted the meeting minutes.

First, this argument ignores the conditions precedent to delivery, i.e. the council’s receipt of background and credit checks. Moreover, once council members were informed of the results, the council rescinded its conditional approval of the lease and revoked the town administrator’s authority to execute and deliver the lease.

Second, plaintiff’s own failure to act in accordance with the lease’s terms confirms that neither party interpreted the posting of the minutes to constitute a valid delivery. Upon delivery of the lease, plaintiff was to pay the town a security deposit, something he failed to do after the minutes were posted.

Affirmed.