DICKINSON, Presiding Justice, for the Court:
¶ 1. A lease agreement included a five-year renewal provision but failed to specify the rent to be paid during the renewal period. So the circuit judge granted a judgment on the pleadings, finding the renewal provision unenforceable. We affirm.
¶ 2. Craigside Leasing Corporation leased two tracts of farm land — the 836-acre T.J. Carter Place ("Carter") and the 1,975-acre Craigside Place ("Craigside") — to Intrepid, Inc., for a thirteen-year term beginning April 1, 1997, and ending December 31, 2009. The annual rent of $81,500 for Carter and $120,000
¶ 3. In October 2008, near the end of the initial lease term, Joseph S. Asa Bennett bought the land from Craigside Leasing subject to the two leases. In early 2009, Bennett and Intrepid began renegotiating the lease for the five-year renewal period as required by the contract. Bennett wanted to increase the annual rent for Carter to $175 per acre, or $146,300, and for Craigside to $145 per acre, or $286,375. Intrepid balked at Bennett's price and offered to have an arbitrator determine what the rent should be, but Bennett refused.
¶ 4. On March 9 and 16, 2010, Intrepid tendered the same semiannual rent payments it had paid for the last thirteen years for both leases. Bennett rejected Intrepid's payments and declared the leases terminated.
¶ 5. On February 14, 2013, Intrepid sued Bennett for breach of contract, attaching both lease contracts to its complaint. Bennett filed an answer and a motion for judgment on the pleadings, arguing that the options were unenforceable as a matter of law because (1) the rent during the renewal terms was unstated and (2) the options provided no reasonable means to determine the rent. Intrepid argued in response that (1) the options had been exercised automatically because it had not notified Bennett that it would not renew, (2) the options contained the minimal rent for the new term, and (3) the options provided a reasonable formula to determine the new rent through which a certified real estate appraiser could calculate a reasonable rent based on land in the area.
¶ 6. The circuit court granted Bennett's motion for judgment on the pleadings, noting in its ruling that:
¶ 7. Intrepid then timely appealed, raising a single issue:
¶ 8. We review a circuit court's grant of a judgment on the pleadings de novo,
¶ 9. The law that controls this case is well-settled: "This Court has long recognized that an agreement must be definite and certain in order to be enforceable."
¶ 10. We further have explained that "while courts may supply reasonable terms which the parties omitted in the contracting process, such as a time for performance, essential terms such as price cannot be left as open-ended questions in contracts which anticipate some future agreement."
¶ 11. Like the price amount in a sales contract, the rental amount in a lease contract is an essential and basic requirement. "In black letter law, a lease is a transfer of an interest in and possession of property for a prescribed period of time in exchange for an agreed consideration called `rent.'"
¶ 12. This lease option contains no definite method to determine the rent upon renewal. The option, by its very terms, required that rent "shall be renegotiated," and its uncertain formula for determining the amount of increase made this task impossible. The option clause was merely an agreement to reach an agreement in the future, which is no agreement at all.
¶ 13. In Giglio v. Saia, a 1926 case from this Court, we held that a similar option provision in a lease contract was unenforceable.
¶ 14. And while the Court recognized the maxim "that is certain which can be made certain, ... that maxim is of no avail here, for we are without any guide whatever as to what the terms of the renewal should be."
¶ 15. Like the doomed option in Giglio, the option in this case left the new rental amount and increases in the rent for future negotiations. This agreement to agree in the future failed to create a binding obligation on either party. "If the document or contract that the parties agree to make is to contain any material term that is not already agreed on, no contract has yet been made; and the so-called `contract to make a contract' is not a contract at all.'"
¶ 17. In this case, the ceiling on the increase is not tethered to a particular index or formula. The geographic area by which the increase is to be measured is left completely undefined, and the option includes no provision for a qualified third party to determine the amount of rental increase. Intrepid argues that "there was an automatic renewal for an additional term of five years beginning January 1, 2010, through December 31, 2014, if no written objection to automatic renewal was made by either party," and that "both leases were automatically renewed for an additional five year term." This argument ignores the language in the option that requires negotiation. By agreeing to renegotiate the renewal rental amount, rather than recalculate the rental based upon some discernable standard, the option lacked a definite rental amount and thus was unenforceable.
¶ 18. Because the parties left an essential term of the lease renewal — rent — to future negotiations, without a definite method to determine that amount, the option was rendered unenforceable. So we affirm the circuit judge's decision to grant judgment on the pleadings.
¶ 19.
RANDOLPH, P.J., LAMAR, CHANDLER, PIERCE AND COLEMAN, JJ., CONCUR. KING, J., DISSENTS WITH SEPARATE WRITTEN OPINION JOINED BY WALLER, C.J., AND KITCHENS, J.
KING, Justice, dissenting:
¶ 20. The majority holds that the renewal provisions of the leases in this case fail to specify the rent to be paid during the renewal period and therefore affirm the trial court's entry of judgment on the pleadings. Because I believe that the renewal options contained language which was specific enough to ascertain the renewed rent, I respectfully dissent.
¶ 21. The grant of a motion for judgment on the pleadings is an issue of law, and the standard of review is de novo. R.J. Reynolds Tobacco Co. v. King, 921 So.2d 268, 270-71 (Miss.2005). The allegations in the complaint are taken as true, and the motion should not be granted unless it appears beyond a reasonable doubt that the nonmoving party will be unable to prove any set of facts in support of the claim which would entitle the nonmovant to relief. Id. at 271.
¶ 22. "A contract's terms must be definite, and `[w]ithout some written evidence of purchase price or a method of determining a purchase price,' the contract is a mere `memorandum of intent.'" Crow v.
¶ 23. Finding that the renewal options did not include the rental to be paid during any renewal period, the trial court held that they were void and unenforceable, and therefore granted the motion for judgment on the pleadings. I would find that to be error. It is true that the leases before this Court did not set forth the specific dollar amounts of the rents to be due during the option periods. The leases provided that rental for the option periods would be negotiated by the parties. The leases provided that the minimum rent, or floor, during any option period would be not less than the original contract prices. Next, the leases provided that the ceiling for purposes of negotiating the new rentals would be "the amount of increase ... in land rent customary in the area for similar property."
¶ 24. Bennett's motion for judgment on the pleadings under Mississippi Rule of Civil Procedure 12(c) was properly granted only if it appeared beyond a doubt that Intrepid would be unable to prove any set of facts in support of its claim. The majority finds that the renewal provisions are unenforceable because the provisions do not contain definite rental amounts or a workable method for determining the renewal amount. Yet, the leases for the T.J. Carter Place and for the Craigside Place do provide set parameters for the negotiation of the rentals for the option years. Given these facts, it cannot be said with reasonable certainty that Intrepid would be unable to prove any set of facts which support its claim. Therefore, I believe the motion for judgment on the pleadings was improperly granted. I respectfully dissent and would reverse the decision of the trial court and remand for a trial on the merits.
WALLER, C.J., AND KITCHENS, J., JOIN THIS OPINION.