Cohen v. Thomas & Son Transfer Line, Inc.

In 1968, Thomas & Son Transfer Line, Inc. (Thomas) (plaintiff) entered into a five-year lease with a lessor for 10 lots of the lessor’s land, to be used as a truck terminal. The lease granted Thomas a right of first refusal, as well as an option to renew the lease. These terms were included after the main provisions of the lease. The lease was not recorded. Once the original five-year lease expired, Thomas remained in possession of the land, with the lessor continuing to accept rent. In 1974, the lessor sold its property to the Cohens (defendants). Prior to purchasing the land, the Cohens were aware of Thomas’ presence on the property, and were told by the lessor that Thomas had a month-to-month tenancy. Upon learning of the sale, Thomas protested both to the lessor and the Cohens. Thomas then brought an action against the Cohens. At dispute in the trial court was whether the right of first refusal was included in the renewed lease. The trial court ruled that the lease was in fact renewed since Thomas remained on the land absent any refusal from lessor. However, the right of first refusal term in the lease was not renewed, as it was set off from the rest of the lease. Thomas appealed to the court of appeals, which reversed the trial court’s decision. The court of appeals determined that the renewal included the right of first refusal because the renewal’s terms stipulated that the original contract’s terms would be valid. The Cohens petitioned for certiorari to the Supreme Court of Colorado.