§17.3 - Creation of the Landlord-Tenant Relationship

• Jurisdiction: Washington

§17.3CREATION OF THE LANDLORD-TENANT RELATIONSHIP

The following section discusses the principles that apply to creation of the landlord-tenant relationship, including general principles and those principles applicable to specific types of tenancies.

(1) Principles applied to all leases

The parties to a lease must be mentally competent to understand its nature, provisions, and effect. Tecklenburg v. Wash. Gas & Elec. Co., 40 Wn.2d 141, 241 P.2d 1172 (1952). A prerequisite to the grant of a leasehold is that the landlord must have a possessory estate, although it may be a tenancy in common with others. See De la Pole v. Lindley, 131 Wash. 354, 230 P. 144 (1924). In this event, the landlord would lease only its cotenancy interest, giving the lessee the right of possession with the other cotenants. The cotenants are not bound by the lease, and the lease does not prevent their obtaining a partition by judicial action. Hamilton v. Johnson, 137 Wash. 92, 241 P. 672 (1925). Similarly, a life tenant may create a leasehold, though if she dies before the end of the stated term, the leasehold will fall with the life estate. Kerns v. Pickett, 47 Wn.2d 184, 287 P.2d 88 (1955).

Except when a statute requires a certain form of document, no special formalities are necessary to make a lease. It may be oral or even implied by the tenant taking possession with the landlord's permission. See RCW 59.04.020; Hughes v. Chehalis Sch. Dist. No. 302, 61 Wn.2d 222, 377 P.2d 642 (1963). The parties must both agree in some manner; a landlord cannot, by executing a written lease, thrust tenancy upon one who rejects it. Rademacher v. Rademacher, 27 Wn.2d 482, 178 P.2d 973 (1947). Assuming the parties have made a lease, it will be interpreted to effectuate their intent, and contract rules of interpretation will be applied. See Schorzman v. Kelly, 71 Wn.2d 457, 429 P.2d 217 (1967); Blume v. Bohanna, 38 Wn.2d 199, 228 P.2d 146 (1951). A rule recited in many Washington cases is that in cases of ambiguity a lease will be interpreted favorably to the tenant. See, e.g., Blume, 38 Wn.2d 199; Murray v. Odman, 1 Wn.2d 481, 96 P.2d 489 (1939). The general principle of "construe against the drafter" is the basis for the rule, and thus the court could construe against the tenant if it drafted the lease. See Murray, 1 Wn.2d 481. Reformation is also available on clear and convincing evidence that a written lease does not express the parties' intent. Henderson v. Lambros, 181 Wash. 571, 43 P.2d 966 (1935). Parol evidence may be admitted to show the parties' intent when a lease is unclear. Craig v. Richfield Oil Co., 167 Wash. 664, 10 P.2d 216 (1932).

The law is not clear on the question of how the premises must be described in a lease. See Comment, Statute of FraudsRequisites and Sufficiency of a Written Description of Land by Street and Number, 24 WASH. L. REV. 69 (1949). Two old cases indicated that the description of the leased premises need not be the legal description, nor even a street address, and that parol evidence could be used to complete it. Stanford Land Co. v. Steidle, 28 Wash. 72, 68 P. 178 (1902) (dictum); Boston Clothing Co. of Everett v. Solberg, 28 Wash. 262, 68 P. 715 (1902). In later decisions it has been held that a description is incomplete and inadequate if one must resort to parol evidence to determine the location. Descriptions by street number without naming the town, such as "a house at 2626 W. Fairview," have been held to make a lease void. Bonded Adjustment Co. v. Edmunds, 28 Wn.2d 110, 182 P.2d 17 (1947). Sale contracts and conveyances of platted land must contain the full legal description. Martin v. Seigel, 35 Wn.2d 223, 212 P.2d 107 (1949). There is reason to conclude that a lease (which conveys an estate in land) should as well. Also, there is some stray language in a 1956 decision that assumes a legal description is necessary. See McKennon v. Anderson, 49 Wn.2d 55, 59, 298 P.2d 492, 495 (1956). Reference to an adequate description in another document may satisfy the requirement of a legal description. See Knight v. Am. Nat'l Bank, 52 Wn.App. 1, 756 P.2d 757, review denied, 111 Wn.2d 1027 (1988) (reference to document called "Exhibit A," attached only after lease executed).

An inadequate description is cured if the tenant takes possession of the premises. McKennon, 49 Wn.2d 55. It is unclear whether the rationale for this result rests on estoppel or part performance, but in McKennon and in other cases, landlords and tenants have both been able to avail themselves of the doctrine.

Practice Tip: Include a full legal description in a lease, either by setting out the complete legal description in the lease document, or by referring to a recorded instrument and identifying the complete recording information.

(2) Tenancy for years

A tenancy for years is granted for a fixed chronological term. Even if rent is payable in monthly or other installments, the term is a single term. But see Gandy v. State, 57 Wn.2d 690, 359 P.2d 302 (1961).

(a) Nature of estate for years

Generally, the term must be fixed and determinable at its commencement. However, the term does not have to be fixed at the beginning if the lease provides a formula by which it will later become fixed. Curtis Studio of Seattle v. Metro. Bldg. Co., 124 Wash. 37, 213 P. 455 (1923). A leasehold for "one or more years" has been held to have a fixed term of two years. Boston Clothing Co. of Everett v. Solberg, 28 Wash. 262, 68 P. 715 (1902). In calculating the term of a Washington leasehold, courts have added to the original term the periods of any renewal options the tenant has. Haggen v. Burns, 48 Wn.2d 611, 295 P.2d 725 (1956) (by implication); Labor Hall Ass'n v. Danielsen, 24 Wn.2d 75, 163 P.2d 167 (1945). But see Bennion v. Comstock Inv. Corp., 18 Wn.App. 266, 566 P.2d 1289 (1977), review denied, 89 Wn.2d 1016 (1978). The presence of a clause empowering one of the parties to terminate does not transform a tenancy for years into a tenancy at will. Peoples Park & Amusement Ass'n v. Anrooney, 200 Wash. 51, 93 P.2d 362 (1939).

A leasehold for years may commence at some future date. Thurber v. Clark, 154 Wash. 485, 282 P. 911 (1929). The period before it commences is not included as part of the term. Pappas v. General Mkt. Co., 104 Wash. 116, 176 P. 25 (1918). The commencement point may be an event of uncertain time, such as the completion of a building. Noyes v. Loughead, 9 Wash. 325, 37 P. 452 (1894). But in that situation, a perpetuities problem may arise. See Wong v. Di Grazia, 60 Cal.2d 525, 386 P.2d 817 (1963). A future leasehold is not vested until it becomes possessory, so that the vesting rests upon an uncertain event that may not happen within the period of the rule against perpetuities, which, in the leasing context, would be a 21-year period in gross.

Practice Tip: The perpetuities problem arises frequently in leases in which the term will not commence until the landlord completes improvements to the premises or otherwise is not obligated to deliver on a certain date. The problem should be avoided by providing that the lease will become void if the tenancy does not commence within a stipulated period of time that is 21 years or less, thus causing the estate to "vest or fail" within the period of the rule.

(b) Parties to lease

Both husband and wife must join in conveyances of land that is community property. RCW 26.16.030. When the land being leased is community property, both husband and wife must execute the lease as landlord. Benedict v. Hendrickson, 19 Wn.2d 452, 143 P.2d 326 (1943). Either spouse acting alone may execute a lease as tenant, however, because a leasehold is a chattel. RCW 26.16.030; see also Monroe v. Stayt, 57 Wash. 592, 107 P. 517 (1910). A lease signed by only one spouse as landlord is voidable, not void. The nonsigning spouse may ratify it or be estopped to deny it. See Stabbert v. Atlas Imperial Diesel Engine Co., 39 Wn.2d 789, 238 P.2d 1212 (1951) (lease ratified by a spouse who sought to enforce it). Short of express ratification, it is not clear what actions of a nonsigning spouse are sufficient to work a ratification. Certainly the spouse would have to have knowledge of the lease and apparently must also receive benefits from it. See Benedict, 19 Wn.2d 452 (dictum); Bowman v. Hardgrove, 200 Wash. 78, 93 P.2d 303 (1939) (apparent dictum). Nor is it clear what facts must coincide for the nonsigning spouse to be estopped to deny the lease. There is dictum in Benedict that the spouse might be estopped by knowledge plus receipt of benefits. The mere fact that the tenant has taken possession and paid rent, however, will work neither estoppel nor ratification. Benedict, 19 Wn.2d 452; Ballard v. Cox, 193 Wash. 299, 75 P.2d 126 (1938). Acts that might take an informal lease out of the statute of frauds are not enough to estop the nonsigning spouse. Spreitzer v. Miller, 98 Wash. 601, 168 P. 179 (1917). But see Haggen v. Burns, 48 Wn.2d 611, 295 P.2d 725 (1956). Although a tenant who has taken possession may not be able to enforce the written lease against the landlord‑ spouse who failed to sign, the tenant will have a periodic tenancy and must pay rent. Ballard, 193 Wash. 299.

(c) Agreements for leases

If the parties wish a leasehold to commence in the future, there are two ways to achieve the result. One is to make a lease with the term to commence latera leasehold in futuro...