IN THE SUPREME COURT OF IOWA

No. 22–0038

Submitted March 22, 2023—Filed April 21, 2023

WILLIAM LEE PITZ and LYNN S. PITZ,

Appellants,

vs.

UNITED STATES CELLULAR OPERATING COMPANY OF DUBUQUE,

Appellee.

On review from the Iowa Court of Appeals.

Appeal from the Iowa District Court for Dubuque County, Michael J. 

Shubatt, Judge.

The lessors of a cell tower site seek further review of a court of appeals 

decision affirming a district court ruling that prepayment of rent was not a 

condition of the lessee’s exercise of a lease renewal option. DECISION OF THE 

COURT OF APPEALS AND DISTRICT COURT JUDGMENT AFFIRMED.

Mansfield, J., delivered the opinion of the court, in which all justices 

joined.

Todd J. Locher of Locher & Davis PLC, Farley, and Chad D. Brakhahn and 

Joseph J. Porter of Simmons Perrine Moyer Bergman PLC, Cedar Rapids, for 

appellants.

Bret A. Dublinske and Brandon R. Underwood of Fredrikson & Byron, P.A., 

Des Moines, for appellee.
2

MANSFIELD, Justice.

I. Introduction.

In 1988, when most cell phones were the size and shape of bricks and were 

stored in vehicle consoles, a cell phone service company had the foresight to 

enter into a thirty-year lease of property to build a cell tower. Even more 

remarkably, the lease included a thirty-year renewal option. To no one’s surprise, 

when the lease came up for renewal in 2018, the rent was substantially below 

market. The cell phone company gave written notice of renewal to the property 

owners as specifically required by the option-exercise clause. However, the cell 

phone company did not immediately pay the renewal rent, even though the lease 

provided elsewhere that the renewal rent was “payable in a lump sum in advance 

at the exercise of the option.” The property owners decided that this was not a 

proper exercise of the option and took the cell phone company to court. In the 

district court and the court of appeals, the cell phone company prevailed.

On further review, we too conclude that payment of the renewal rent was 

not a condition for exercise of the option, and therefore, that the cell tower lease 

was properly renewed. Strictness and literalism in the law of offer and 

acceptance work both ways. The optionee must comply with all stated conditions 

for exercise of the option, but when those conditions have been expressly set 

forth in a separate provision, the list should normally be treated as exclusive.

For this reason, we affirm the judgment of the district court and the decision of 

the court of appeals.
3

II. Background Facts and Procedural History.

Robert and Dorothy Pitz owned a 320-acre farm property in rural Dubuque 

County. In 1988, the Pitzes agreed to lease six acres for a cell tower site; the 

lessee was a subsidiary of United States Cellular Corporation.1 U.S. Cellular then 

erected an approximately 380-foot cell tower on the leased portion of the 

farmland. The official commencement date of the lease was November 14, 1988.

The lease provided that Robert and Dorothy would receive $20,000 in total 

rent for the thirty-year term of the lease, all to be paid in advance on or before 

January 5, 1989. The lease also contained a renewal option under “ARTICLE 

THREE” for a second thirty-year term as follows:

3.2 Option to Renew. Lessee shall have the option to renew 

this Lease Agreement for one (1) additional term of thirty (30) years, 

at the rental rate set forth in Article Four and upon all the other 

terms and conditions hereof. Lessee may exercise such option by 

giving written notice to Lessor at least sixty (60) days before the 

expiration of the initial term of this Lease Agreement.

At trial, a U.S. Cellular official described this lease as a “one-off lease,”

meaning that it was not a standardized document. On a different page under 

“ARTICLE FOUR,” the lease went on to state that the option term rent would be 

as follows:

4.2 Option Term Rent. Lessee shall pay to Lessor as full 

consideration for use of the Leased Premises during the option term, 

payable in a lump sum in advance at the exercise of the option, the 

amount of Twenty Thousand Dollars ($20,000.00), adjusted upward 

by the percentage of increase in the Consumer Price Index (“CPI”) 

from the Commencement Date to the first day of the last month of 

the current lease term. . . . If the amount of the CPI increase is not 

known at the time the option is exercised, Lessee shall pay Lessor

1We will refer to the lessee hereafter as “U.S. Cellular.”
4

Twenty Thousand Dollars ($20,000.00) at the time of exercise and 

the balance of the option term rent within thirty (30) days of Lessor’s 

notice of calculation. 

In 2009, Robert and Dorothy transferred ownership of the farm to their 

son, William Pitz, and his spouse, Lynn. This transfer included the U.S. Cellular

lease. In reality, William had been farming the property since the early 1980s. 

Currently, William grows corn and soybeans and raises livestock on the property.

When William and Lynn acquired the farmland from Robert and Dorothy, 

U.S. Cellular was not notified of the change of ownership. The warranty deed to 

William and Lynn, however, was recorded. Meanwhile, through the years, U.S. 

Cellular continued to operate the cell tower on the leased portion of the farmland.

Anticipating the expiration of the original lease term, U.S. Cellular sent a 

certified letter to Robert and Dorothy on September 1, 2017—over one year 

before the September 14, 2018 deadline for exercise of the option. This letter 

stated that it would “serve as notice that [U.S. Cellular] is exercising its option 

to renew the Lease Agreement dated November 14th, 1988 for the first of one 

renewal terms (Option 1) of thirty years.” The letter was accompanied by an IRS 

Form W-9 (request for taxpayer identification number) and a direct deposit form, 

both of which U.S. Cellular asked to be completed and returned. The letter and 

enclosures reached William, but he took no action on them.

With the deadline for exercise of the option looming approximately a year 

later, U.S. Cellular followed up with an overnight letter to William on September 

11, 2018. This letter recited a recent conversation in which William had 

apparently informed U.S. Cellular that he and his spouse had purchased the 
5

farm property from Robert and Dorothy. The letter set forth U.S. Cellular’s 

position that it had already renewed the lease. The letter enclosed fresh copies 

of the September 2017 letter, the W-9, and the direct deposit form. It asked again 

that the latter two items be completed and returned. The letter concluded, “Once 

we have these documents, we will be able to disburse the option rental payment 

to you.”

As before, William did not take action. On October 29, U.S. Cellular 

forwarded a check for $31,494.02 to William and Lynn. As explained in the body 

of the letter, this amount represented the $41,439.50 advance rent due based 

on the formula set forth in paragraph 4.2 of the lease, minus required income 

tax withholding.

William and Lynn responded through counsel with a letter that returned

the rent check. Counsel’s letter explained, “U.S. Cellular failed to properly 

exercise its option to renew due to the fact that it did not timely tender the rent 

payment.” Quoting paragraph 4.2 of the lease, counsel advised that U.S. Cellular 

had failed to validly exercise the renewal option because it had not tendered 

payment “in advance at the exercise of the option.” The letter also expressed 

William and Lynn’s willingness to enter into a new lease for the cell tower site at 

“fair market value.”

Neither party budged from their position, so on June 19, 2019, William 

and Lynn filed a declaratory judgment action in the Dubuque County District 

Court. Their petition sought a judicial determination that the option had not 

been validly exercised and that the lease had expired on November 13, 2018. 
6

William and Lynn’s petition also requested that U.S. Cellular be ordered to 

remove all structures from their land and that they be awarded fair rent from the 

date of expiration of the original lease term until the structures were removed. 

The district court conducted a half-day bench trial, at which William and 

Lynn offered expert testimony that a fair market rental for thirty years would be 

over $200,000.

The district court ruled for U.S. Cellular, holding that the option had been 

validly exercised. The court determined that “[t]he payment of rent was not a 

condition precedent to the exercise of the option” but instead was a term and 

condition under the renewed lease. Thus, “[a]ny failure to meet obligations under 

the term of the renewed lease did not negate the exercise of the option or the 

existence of the new lease itself.” The district court also found that U.S. Cellular’s 

notice was unqualified and properly identified the legal entity on whose behalf 

the option was being exercised. Lastly, the district court denied “[a]ll associated 

claims for relief.” 

William and Lynn appealed, and U.S. Cellular cross-appealed, arguing 

that it should have been awarded attorney fees. We transferred the case to the 

court of appeals, which affirmed as to both appeals. Regarding the exercise of 

the option, the court of appeals’ reasoning largely echoed that of the district 

court. In affirming the denial of attorney fees, the court of appeals noted that the 

lease contained only an indemnification clause, which would not support an 

attorney fee award in an action between the parties. See NevadaCare, Inc. v. Dep’t
7

of Hum. Servs., 783 N.W.2d 459, 471 (Iowa 2010). William and Lynn sought 

further review, and we granted their application. 

III. Standard and Scope of Review.

The parties agree that this action was tried at law. We review a district 

court’s interpretation and construction of a contract for correction of errors at 

law. Homeland Energy Sols., LLC v. Retterath, 938 N.W.2d 664, 683 (Iowa 2020). 

“The district court’s factual findings have the effect of a special verdict and are 

binding on us if supported by substantial evidence.” Metro. Prop. & Cas. Ins. v. 

Auto-Owners Mut. Ins., 924 N.W.2d 833, 839 (Iowa 2019).

“When we grant further review, we may exercise our discretion to let the 

court of appeals decision stand as the final decision on particular issues.” 

Farnsworth v. State, 982 N.W.2d 128, 135 (Iowa 2022) (quoting State v. Fogg,

936 N.W.2d 664, 667 n.1 (Iowa 2019)). We do so with respect to all issues except 

the question of whether payment of the renewal rent was a condition for exercise 

of the renewal option.

IV. Analysis.

The parties disagree over what U.S. Cellular had to do to validly exercise 

the option to renew the lease for an additional thirty-year term. Was notice 

enough, or did U.S. Cellular also have to pay the rent in advance? If payment 

was a condition precedent, then U.S. Cellular’s failure to pay the rent when it 

provided the renewal notice could mean that the option was not properly 

exercised, and no renewal contract was formed. See SDG Macerich Props., L.P. v. 

Stanek Inc., 648 N.W.2d 581, 586 (Iowa 2002) (“Any conditions precedent to the 
8

option provision must be fulfilled according to the agreement for the option to 

become a contract between the parties.”). 

A party exercising an option must strictly comply with conditions 

precedent. Id. For example, if a time is prescribed, that time is of the essence. Id.

Substantial performance is not good enough. Id.; see Steele v. Northup, 143 

N.W.2d 302, 305 (Iowa 1966) (“The general rule is that the time prescribed for 

exercise of an option is of the essence, and if the option is not exercised within 

the time limited all rights of the optionee stand forfeited without notice.”);

Restatement (Second) of Contracts § 25 Reporter’s Note cmt. d, at 75 (Am. L. 

Inst. 1981) (“Despite equity’s dislike of forfeitures, requirements governing the 

time and manner of exercise of a power of acceptance under an option contract 

are applied strictly.” (citation omitted)).

Simply stating these general principles does not resolve this case, however. 

The lease here has two potentially relevant provisions. Section 3.2 (“Option to 

Renew”) expressly requires U.S. Cellular to give written notice to renew the 

option, without mentioning payment of option rent. Section 4.2 (“Option Term 

Rent”) requires the option term rent to be paid “in advance at the exercise of the 

option.” Does section 4.2 amount to an additional condition for the exercise of 

the option, or is it a separate covenant? U.S. Cellular argues that the option to 

renew stands on its own and does not require prepayment of rent in order to 

exercise the option. William and Lynn counter that the contract should be read 

as a whole, that section 4.2 should be incorporated into section 3.2, and that it 
9

doesn’t make sense to say that U.S. Cellular properly exercised the option if it 

went into breach the minute that it exercised it.

2

A. Prior Caselaw in Iowa. Our caselaw concerning renewal and purchase 

options offers guidance, although it doesn’t necessarily resolve this case, either. 

Just after the Civil War, in McFadden v. McCann, we found that notice and 

payment were both conditions precedent to the exercise of an option rather than 

independent covenants. 25 Iowa 252, 255 (1868). The lease provided that the 

tenancy of the lessee shall end “unless he shall have notified [the lessor] of his 

election to continue three years longer, . . . and unless he shall, on or before that 

day, secure to the parties . . . the rent to accrue.” Id. at 253. We held, “These 

conditions are most evidently precedent to the renewal or continuance in force 

of the lease, and unless they were performed the instrument ceased to operate 

for a future term.” Id. Notably, the lease spelled out that both notice and 

payment—connected by the conjunctive “and”—had to be performed if 

termination of the lease was to be avoided.

Some years later, in Lockman v. Anderson, we again held that payment 

was a condition precedent where the plaintiff had an option to buy a building 

“for the consideration of $5,500; this being upon the condition that the [plaintiff] 

desires to buy the same by the first of March, 1900.” 89 N.W. 1072, 1072 (Iowa 

1902). The plaintiff notified the defendant on February 28 that he intended to 

“avail[] himself of the option to take the property,” but he did not tender the price 

2William and Lynn also point out that U.S. Cellular drafted the lease, so any ambiguities 

should be resolved against it. See Shelby Cnty. Cookers, L.L.C. v. Util. Consultants Int’l, Inc., 857 

N.W.2d 186, 195 n.8 (Iowa 2014).
10

until March 3. Id. at 1073. We held the option had not been properly exercised 

because the plaintiff had to make payment by the March 1 deadline:

[I]t is contended on behalf of plaintiff that the option was exercised 

on the 28th of February, by the notice to defendant that plaintiff 

would take the property, and that thereupon the contract became 

one simply for the purchase of the property at an agreed price, and 

that the failure of plaintiff to pay on the exact day named in the 

contract would not defeat plaintiff’s right to a specific performance. 

In answer to this argument it is enough to say that the contract does 

not so provide. It is true, nothing is said, in connection with the 

exercise of the option of purchase, as to when payment is to be 

made; but, in the absence of any express provision, it must certainly 

be implied that the option to be exercised was not simply the making 

of an election to take the property, but the payment of the purchase 

price. If this is not so, then there is no provision as to the time when 

the purchase price is to be paid; and, rather than presume that the 

parties intended that the time of payment should be left wholly 

indefinite and undetermined after plaintiff had notified defendant of 

his election to take the property, we think that we are bound to hold 

that the intention was that the purchase price was to be paid by the 

day named.

Id. In effect, silence in the manner of exercise, with only a naming of price, 

required the price to be paid in order to validly exercise the option.

On the other hand, in Breen v. Mayne, we concluded that a differently 

worded agreement did not require payment as a condition of exercising the 

option. 118 N.W. 441, 442–43 (Iowa 1908). The agreement provided that the 

defendants “agree to sell to [plaintiff], at his option, at any time on or before 

October 17th, 1906, the following described premises” with the agreed price 

payable “on delivery of deed.” Id. at 442. We held that “payment of the purchase 

price was not essential to the completion of the contract” and that “Plaintiff might 

make his election in any lawful method before the expiration of the time limit.” 

Id. at 443. We added, “The only fixed rule regarding the manner of the exercise 
11

of an option under a contract granting it is to discover from the language of the 

instrument, construed in the light of competent parol testimony, the intent of 

the parties with reference thereto.” Id. We also observed, “It is important in such 

cases to distinguish that which pertains to the performance of a contract from 

that which pertains to its making.” Id. In Breen, it appeared to be important that 

the agreement by its terms did not require payment until the deed had been

delivered. See id.

Also of note is our decision in Steele v. Northup, 143 N.W.2d 302. There, 

the agreement stated that the plaintiffs would have “until the date of March 1st, 

1962 to execute this option by tender of the total sum due the party of the first 

part as hereinafter set out.” 143 N.W.2d at 304. A month before the deadline, 

the plaintiffs notified the defendant of their intent to exercise the option and 

asked the defendant to provide the amount due. Id. After the defendant 

procrastinated instead of responding with the amount due, the plaintiffs filed 

suit. Id. We held that the plaintiffs had given an unqualified notice of their intent 

to exercise the option and that payment was a condition subsequent, not a 

condition precedent, to exercising the option. Id. at 306. Yet the significance of 

Steele’s holding is diminished by the fact that we also held any obligation to 

make a tender before the option expiration date had been foiled by the 

defendant’s conduct and was therefore excused. Id. As we put it, “[The plaintiffs] 

could hardly have done more.” Id. at 307.

Figge v. Clark, like Lockman, involved an option that was silent as to the 

manner of exercise. 174 N.W.2d 432, 433 (Iowa 1970) (“The agreement is silent 
12

as to how this option was to be exercised, and no particular form of notice was 

provided therein.”). But this time, unlike in Lockman, we decided that “anything 

amounting to an unqualified manifestation of an optionee’s determination to 

accept [was] sufficient.” Id. at 435. Payment was not a condition of exercise but 

“a condition subsequent.” Id. at 437. Still, it is worth noting that the Figge

defendants had in any event failed to cooperate and that “reasonable efforts to 

make that tender proved futile.” Id.

Finally, in Lyon v. Willie, we considered another notice-plus-payment

option-exercise provision that stated as follows:

The party desiring to exercise this first right to buy referred to above 

shall notify the negotiating party in writing within sixty (60) days 

from the date of Notice and by making full payment in cash of the 

above purchase price within one hundred twenty (120) days from 

the date the written Notice of the negotiated sale is mailed to or 

delivered in person to the party or parties not negotiating the 

sale . . . .

288 N.W.2d 884, 887 (Iowa 1980). As in McFadden over a hundred years earlier, 

we held that the defendant “was required to take two steps to exercise his 

option”: (1) give notice and (2) tender the purchase price. Id. at 894. Despite a 

“grammatical defect” in the agreement, we found that the use of the conjunction 

“and” was dispositive and meant that there were two conditions precedent to 

exercise the option to renew. Id. at 888–89.

Our present case doesn’t fit neatly into any of these paradigms. It doesn’t 

involve a conjunctive, notice-and-payment provision the way McFadden and 

Lyon did. Nor is the agreement silent as to how the option would be exercised, 
13

as in Lockman and Figge. Additionally, the agreement doesn’t allow payment to 

be deferred until a later date, as in Breen. 

So perhaps the most we can distill from prior cases are the two points we 

made long ago in Breen: (1) there are no fixed rules about manner of exercise of 

an option, and (2) acceptance and performance are two different things. 118 N.W. 

at 443; see also Lyon, 288 N.W.2d at 888 (quoting Breen for both points); Figge, 

174 N.W.2d at 435 (same); Steele, 143 N.W.2d at 305 (same).

Here, both the district court and the court of appeals emphasized that the 

option-to-renew provision—viewed in isolation—only required delivery of a 

written notice for acceptance. This is an important point, but it doesn’t quite 

suffice to explain why section 3.2 should not be read in conjunction with section 

4.2. It also doesn’t quite answer William and Lynn’s point that U.S. Cellular’s 

reading of the option would allow it to both form a renewal contract and be in 

breach of that contract at the same time—seemingly an odd result. Nonetheless, 

we believe there are several answers to William and Lynn’s arguments.

B. Acceptance vs. Performance. First, acceptance and performance 

really are two different things. Courts typically take a strict, compartmentalized 

view of acceptance and a broader, more holistic view of performance. That’s why 

offer and acceptance are often taught at the beginning of first-year contracts; the 

legal principles are more straightforward and therefore easier to learn. So the 

principle that we read contracts as a whole has less relevance when the issue is 

whether an option was properly exercised. 
14

We follow the rule that “acceptance must conform strictly to the offer in all 

its conditions,” Shell Oil Co. v. Kelinson, 158 N.W.2d 724, 728 (Iowa 1968), but 

the corollary to that rule is that the conditions for acceptance should be spelled 

out. Someone deciding how to exercise an option thirty years after the original 

contract was executed normally ought to be able to rely on the clause specifically 

devoted to that subject. This means that it is appropriate for us to focus on what 

the clause entitled “Option to Renew” itself said rather than scanning the 

agreement for other implied terms of acceptance. More importantly, we can take 

at face value a sentence that began, “Lessee may exercise such option by giving 

written notice”—and didn’t disclose that anything other than the giving of notice

had to be done.

Moreover, section 3.2 said that exercise of the option occurred “by” the 

giving of written notice. Elsewhere, section 4.2 described something else that 

must occur “at” the exercise of the option. A distinction was seemingly being 

drawn between that which was necessary for the “making” of the renewal 

agreement and that which was necessary for its “performance.” See Breen, 118 

N.W. at 443. “By” sounds like a condition, “at” like a term of performance.

A good out-of-state case illustrating what we have been saying is Northern 

Plains Alliance, L.L.C. v. Mitzel, 663 N.W.2d 169 (N.D. 2003). The case involved a 

right of first refusal (RFR) in a divorce decree. 663 N.W.2d at 170–71. The 

provision concerning exercise of the RFR stated, “Lee Roy will have seven days 

from receipt of the original purchase agreement to either sign a waiver of his 
15

right of first refusal or give written notification to Barbara that he will purchase 

the property at the same price.” Id. at 174. A separate provision stated, 

If Lee Roy decides to purchase the property with his written 

notification of purchase he will pay an identical amount of earnest 

money as provided in the purchase agreement and will have the 

same amount of time as provided the purchaser in the purchase 

agreement to pay the remaining purchase price.

Id. The North Dakota Supreme Court held, “We do not construe the latter 

provision governing payment terms to engraft an additional requirement for 

exercise of the right of first refusal.” Id. Instead, the court found “that provision 

merely clarifies that Lee Roy must pay earnest money and will have the same 

amount of time as the other purchaser to perform under the contract.” Id.

In our case the district court cited a similar decision, Welsh v. Jakstas, 82 

N.E.2d 53 (Ill. 1948), in its thorough and well-researched opinion. In Welsh, the 

underlying contract said that the lessees could exercise a purchase option “upon 

thirty (30) days’ notice in writing given to Lessor by Lessees,” while also stating 

that “[u]pon the exercise of the option to purchase by Lessees, Lessees shall 

immediately pay to Lessor” a specific sum. 82 N.E.2d at 55–56. The court rejected 

the argument that payment was a condition precedent to exercise of the option:

There is nothing in the option which requires the payment of any 

money to be made or tendered when the option right is exercised in 

order to constitute an acceptance. The parties to an option may or 

may not make payment an essential condition to the exercise and 

acceptance of the option. Acceptance in writing was the only thing 

necessary. The initial installment of the purchase price was then to 

be made immediately, but such payment was a matter pertaining to 

the performance of the contract and not to its creation.

Id. at 59.
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C. No Absurdity. Second, there is less absurdity than might appear at 

first blush to the notion that U.S. Cellular could accept an offer to renew a 

contract and potentially breach that renewal contract through nonpayment at 

the same time. Sometimes payment requires the payee’s cooperation. This case 

illustrates that point, as did Steele and Figge. 

Before U.S. Cellular could pay the rent for the renewal term to William and 

Lynn, the company had to obtain a completed Form W-9 to make sure the couple 

was not subject to backup withholding. William did not respond, despite 

receiving the form long before the deadline for exercise of the option. As a result, 

even though U.S. Cellular knew that it wanted to renew the lease, it remained 

uncertain whether to pay the full amount of the rent or that amount minus 24% 

backup withholding. See 26 U.S.C. § 3406(a)(1)(A) (requiring payor to do backup 

withholding if the payee fails to furnish their tax identification number). In short, 

there was a legitimate reason for the parties to treat written notice as the means 

of acceptance and payment as a matter of performance.

D. William and Lynn’s Authorities Are Not Persuasive. William and 

Lynn cite a number of authorities; most if not all are distinguishable. In Ingram 

v. Kasey’s Associates, the South Carolina Supreme Court determined that the 

lessee had to make payment as well as give notice in order to exercise a purchase 

option. 531 S.E.2d 287, 293 (S.C. 2000). But the agreement said only that the 

“Lessee shall have the right to purchase the premises at any time during the 

term hereof.” Id. at 289. It was silent as to how the option was to be exercised; 

therefore, the court was filling a gap in the agreement. See id.
17

Similarly, in Hofmann v. Sullivan, the Supreme Court of Utah stated that 

a first right of refusal in a lease that was silent as to manner of exercise, “[i]n 

general, . . . calls for a payment of cash at the time of the exercise of the option.”

599 P.2d 505, 508 (Utah 1979). Those are not the facts here.

In Peebler v. Seawell, the option-to-purchase paragraph itself required the 

lessee to pay “at least one-third of the purchase price down.” 265 P.2d 109, 110 

(Cal. Ct. App. 1954). The court found that this was “a condition to the exercise 

of the option.” Id. at 112. 

In Burns v. Reves, the lessees’ notice of exercise failed because it was 

qualified—i.e., it was “conditioned on obtaining necessary financing.” 457 S.E.2d 

178, 180 (Ga. Ct. App. 1995).

Shellhart v. Axford, 485 P.2d 1031 (Wyo. 1971), is William and Lynn’s best 

case, but even it appears to be distinguishable. There the relevant lease provision 

stated,

This extension shall also incorporate an option on the part of 

the LESSEE to purchase the above described property at any time 

during the term of this lease or its extension for the sum of 

$12,000.00. This option may be exercised at any time prior to 

December 1, 1969 by giving the LESSORS at least 30 days notice in 

writing of LESSEE’S intention to so exercise said option.

485 P.2d at 1032. The Wyoming Supreme Court rejected the lessee’s contention 

that it had duly exercised the option and concluded that “it is to be impliedly 

understood that an option such as the one considered cannot be exercised 

without the requisite notice and without payment of the purchase price.” Id. at 

1034. Yet it is noteworthy that the lessee’s attorney was “making a counter offer 

for his client and attempting to set up a different deal, with a down payment and 
18

the rest payable later.” Id. at 1033. That is not the situation here; U.S. Cellular 

was not trying to renegotiate the terms of the lease renewal.

V. Conclusion.

For the foregoing reasons, we affirm the decision of the court of appeals 

and the judgment of the district court. 

DECISION OF THE COURT OF APPEALS AND DISTRICT COURT 

JUDGMENT AFFIRMED.