The Mailbox Rule

Last Updated on Sunday, 27 August 2023 03:14 Written by Chris Griswold Friday, 6 May 2016 08:57

This month, we’re going to talk about something that you hardly ever hear about, the “mail box rule.”  It’s something that affects everyone….  Back at the end of last year (like every year it seems), with forthcoming tax changes looming on the horizon, property owners were selling property before the end of the calendar year.  I myself had a client (a buyer) who was eager to close on a certain large, commercial warehouse space (which didn’t ultimately close for other various reasons not discussed here).  The fact pattern gave rise to the application of the mailbox rule – something that sounds pretty dull (but isn’t).  What you’ll learn below will apply to most everything you do with important mail.  See more below (and don’t forget to click on my Facebook or YouTube links below to also see my short video on this material).

The Mailbox Rule ???

What is the Mailbox Rule?  Simply put, the rule is something (out of old common law) which says that a written offer made by someone through the mails is effective upon the intended recipient’s actual receipt of such offer.  Likewise, the rule says that, absent language in the contract which requires that actual receipt of such acceptance shall occur by or within a date certain, the recipient’s acceptance of such offer is effective “upon dispatch” (i.e., the date and time which the recipient physically places such written acceptance into the mailbox with a postmark upon it showing such date and time).

Facts:  Basically, the parties wanted to close the transaction by 12/31/15 (like everyone did).  However, the property was encumbered by a lease (a contract) which gave the lessee a right to purchase the property before any sale could occur; such right to be exercised by tenant within thirty (30) days of tenant’s receipt of notice of the proposed sale from landlord (seller).  Long story short, the parties wanted to provide written notice to the tenant of the contemplated sale; thus asking the tenant to either accept (or not accept) a purchase of the property on the same terms as offered to the buyer (my client).  By the time my client approached me on 11/24/15, time was getting short….  Furthermore, the lease didn’t have any language in it that required tenant’s notice of acceptance (or non-acceptance) to be actually received by landlord by any date certain (just the language above which required such right to be exercised by tenant within thirty (30) days of tenant’s receipt of notice from landlord of the proposed sale).  The seller, seller’s counsel, the brokers involved, my client, the title and abstract company (and their counsel) all suggested that landlord simply provide tenant with written notice of the proposed sale; thereby giving tenant thirty (30) days to either accept (or not accept) such offer.  Since it was still only 11/24/15, with 12/31/15 still being more than thirty (30) days away, everyone felt confident that tenant’s rights under the lease would be addressed and all requirements on the title insurance commitment could be safely met/satisfied, and, if no acceptance (or non-acceptance) was received back by landlord by 12/31/15, then a closing on the property could safely occur on 12/31/15.

What’s the problem here?  What if tenant “dispatched” it’s acceptance to purchase the property on 12/22/15 (assuming that tenant received our written notice on 11/25/15 – the day after we mailed such notice to tenant on 11/24/15) and, given the increased number of parcels/packages deposited into the United States mails during the holidays, such acceptance wasn’t received by seller (the landlord) until after 12/31/15?  By that time, my client would have already closed on the property thus violating the terms and provisions of the lease (which, by the way, had lengthy damages/remedies for violating tenant’s rights).  See the problem???  The tenant’s acceptance and dispatch of such offer on 12/22/15 would have, unbeknownst to either landlord (the seller) or my client (the buyer), already legally and validly occurred back on 12/22/15 and, due to problems/delays with the mails, the parties would have closed anyway on the property thus violating tenant’s rights.

Take aways?  Remember this for your own closings, other contractual dealings and come time to mail in your insurance premiums.  Also, don’t forget about the “mail box rule” when timely exercising your lease options to extend term (including when your tenants exercise their lease options).

What My Clients Are Saying

“Chris Griswold is the answer man.  When I have real estate questions, Chris is quick to reply with solutions and advice that is right on target.  I can always trust my clients to Chris’ care knowing he will treat them with courtesy and integrity.”
Darryl Meason / Broker Associate / NAI Sullivan Group / Oklahoma City, Oklahoma

Remember The Alamo

Last Updated on Sunday, 27 August 2023 03:14 Written by Chris Griswold Monday, 15 February 2016 02:34

Guns.  We’ve all been hearing about this issue a little bit more recently in the news – both open carry and concealed carry by licensed citizens who want to carry guns on their person outside of their homes or residences.  In response to a number of inquiries I’ve received from some concerned commercial property owners (as commercial landlords) and property managers (who act for those commercial landlords) in our business community; as well as several requests I’ve received from our local insurance underwriting community – I wanted to write a short piece about the do’s and don’ts of enacting a uniform gun policy at your privately owned or managed commercial properties which are open to the public.  I’ll answer the most commonly asked questions from the groups mentioned above.  This should be helpful to everyone… (and don’t forget to click on my Facebook or YouTube links below to also see my short video on this material).

Remember The Alamo

Question #1: “As the owner/landlord or property manager (for such owner/landlord) of a commercial property, can I restrict, prohibit or control people (including commercial tenants) from coming onto my property with a licensed handgun?”

Answer:          Yes.  Commercial property owners/landlords and property managers (who act on behalf of such commercial property owners/landlords) can control the possession of weapons on any commercial property “…owned or controlled…,” whether concealed or unconcealed.  This means that, as either a commercial landlord or a property manager, you can control whether or not your commercial tenants or other people bring concealed or unconcealed guns onto your owned or managed commercial property.

Question #2:  “How can I exercise such restriction, prohibition or control?”

Answer:          If the privately owned commercial building or property is open to the public, property owners/landlords or their property managers shall post signs on or about the commercial property stating such prohibition, as to either concealed or unconcealed weapons, or both.

[Note:  If the commercial building or property which is leased by a commercial tenant is not open to the public (i.e., a space which only the commercial tenant will go in and out of, and no one else, like a standalone building), then the commercial tenant can carry concealed or unconcealed guns in their demised space, unless it’s written in their lease that they can’t  – however, as a technicality, if and when they pass through any publicly trafficked areas of your owned or managed commercial properties (which are in between their non-public premises and the parking lots of your commercial property), they are still subject to the no carry signs you’ve posted upon the property, thereby violating your “no carry policy”; thus subjecting them to the consequences found in the answer to Question #4 below.  So, only if the commercial tenant’s premises are a private, stand alone building through which no public traffic shall occur (and no common areas exist), will you, as an owner/landlord or property manager, be barred from posting signage on your commercial property (i.e., their leased premises) which restricts persons from carrying concealed or unconcealed guns on that particular commercial tenant’s leased premises.]

Question #3: “Is there anywhere on my commercial property that I cannot restrict, prohibit or control the presence of guns?”

Answer:          Yes.  You cannot, as a commercial property owner/landlord or property manager, establish any policy or rule that has the effect of prohibiting any person (except for a convicted felon), from transporting and storing firearms in a locked vehicle on any property set aside for any vehicle (i.e., parking lots).  In other words, you cannot restrict, prohibit or ban commercial tenants (or such tenant’s employee’s) from having guns in locked cars located in the parking lots of your owned or managed commercial properties.  However, you (as a landlord, or property manager for such landlord) are not liable in any civil action for any occurrences resulting from the storing of guns and ammo in such locked cars located in the parking lots of your owned or managed properties (unless you, as the owner/landlord or property manager, actually commit a criminal act involving the use of such firearms and ammo in the locked cars parked in your parking lots).

Question #4: “What happens if some licensed person brings a gun onto my commercial property, either owned or managed, after I post signage to the contrary?”

Answer:          It depends.  Be aware, the carrying of a concealed or unconcealed handgun by a person who has been lawfully issued a handgun license on your owned or managed property that you have posted no carry signs upon shall not be deemed a criminal act, but instead, it subjects such “violator” to either being denied entrance onto your property (if you know they are carrying ahead of time), or to being removed from the property if you ask them to leave after your discovery of such firearm (which means they need to leave if your security asks them to leave).  If the person thereafter refuses to leave your commercial property and a peace officer is summoned, the violator may be issued a citation for an amount not to exceed $250.00.

Question #5: “As a commercial property owner/landlord or property manager, am I liable to anyone for my decision to either allow or prohibit guns on my property?”

Answer:          No. As a commercial property owner/landlord or property manager that either does or does not prohibit any individual (except for a convicted felon) from carrying a loaded or unloaded, concealed or unconcealed, weapon on property that you either own (as a landlord) or have legal control of (as a property manager), you are immune from any liability arising from that decision. 

Question #6: “What about publicly owned property?  What about apartment complexes and residential rent houses?”

Answer:          Don’t carry on property owned or leased by public entities, such as jails, prisons, airports, or public or private elementary or secondary schools – among other public property types.  As for apartment complexes and residential rental homes, look to the leases (as it usually is private property) and speak with a qualified attorney.

The information presented within this article is of a general nature and is not intended to be relied upon as legal advice in any particular matter without first consulting qualified counsel.

What My Clients Are Saying

“I can’t say enough good things about Chris Griswold and his firm.  He jumped in and tactfully assisted me in navigating a hostile easement issue with the City.   Based upon Chris, we were successful in negotiating a fair settlement in a very timely manner.  I would highly recommend Chris Griswold to anyone and I plan on using him again in the future.”
David Ostrowe / Principal & Owner, O&M Restaurant Group / Oklahoma City, Oklahoma

Ice, Ice Baby

Last Updated on Sunday, 27 August 2023 03:14 Written by Chris Griswold Thursday, 14 January 2016 02:33

Icy, snowy, slippery sidewalks (say it 3 times fast).  We’ve all seen our share this winter.  In response to a large number of inquiries I’ve received from concerned hotel, restaurant, office and retail owners and tenants, as well as the several requests I’ve received from our local insurance underwriting community that I write on the topic, I wanted to write a short piece in the hopes it saves some of you needless worry and, possibly, money.  Accordingly, I’ll answer the two most commonly asked questions from the groups mentioned above.  This should be helpful to everyone… (and don’t forget to click on my Facebook or YouTube links below to also see my short video on this material).

Ice, Ice Baby (Vanilla Ice, To The Extreme, 1989)

Question #1:  “If I put out snow melt on my sidewalks, does it somehow serve as an admission of guilt if someone should subsequently slip and fall on the premises?”

Answer:           No.  The very act of putting out snow melt, etc… in an effort to prevent people from slipping, falling and hurting themselves cannot later be used against you.  In other words, you can’t use someone’s efforts to avert an accident against them later on if and when the accident occurs.  If you could, it would be tantamount to saying “…I’m suing you for trying to help me.”  Now, there are other relevant factors including, but not limited to, whether or not another person slipped and fell in the same area just before the plaintiff slipped and fell, whether you put out enough – and many others.  However, the fact that you put out snow melt, in and of itself, is not an admission of guilt; nor can it later be used against you in showing negligence.  Accordingly, don’t be afraid to put out snow melt when the weather gets bad.  However, and most importantly, when you put it out, put out enough to really do the job (including getting out your shovel if need be so the area(s) in question are clean, clear and safe).

Question #2:  “When should I put out snow melt?”

Answer:          It depends.  Actually, the legally correct answer to this question is “when it’s reasonable to do so.”  Say what??!  I know…, it’s legalese and not really clear.  However, you can pretty much nail it down if you ask yourself the following question: “Given the current weather conditions; if my mother came to see me at work today, should I put out snow melt?”  If the answer is yes, put it out.  Otherwise, don’t sweat it.

What My Clients Are Saying

“Chris Griswold was instrumental in negotiating a very solid, long-term lease for our new bank branch in Oklahoma City.  His industry knowledge helped us avoid several potential pitfalls with a landlord that was somewhat difficult at times.  It was a pleasure to work with Chris because of his professional style and easy going demeanor.”
Charlie Crouse / President / Summit Bank / Oklahoma City, Oklahoma