East Vedado Corp. v. E. S. Adkins & Co.

Bohd, C. J., delivered the opinion of the Court. The case comes up on a demurrer to a declaration, in a suit by a vendor of real property against the vendee’s assignee of the contracts of sale. There was an original and an amending contract, both in writing. And the question is whether the assignee was under any liability to-his vendor’s vendor for the amount of the contract price.

The allegations are substantially these: By the contracts, the East Vedado Corporation agreed to sell to the Miller-Wight Realty Company, Incorporated, certain land in the State of Florida for $3,100, of which $100 was to be paid before the signing of the contracts, $500 upon execution and delivery of the contracts, and $2,500 in semi-annual instalments. Rotes were given by the Miller-Wight Company for the instalments. There was a provision for forfeiture, at the option of the vendor, of any rights of the vendee, and an acceleration of maturity of all unpaid amounts upon default. And another provision in terms made the contracts obligatory upon the vendee’s assigns.

The vendee sold to E. S. Adkins & Company, the appellee, by a contract in writing; and in this contract it was stated that part of the consideration of the assignment was an assumption by the ⁴¹⁸ assignee, Adkins & Company, of all sums due or to become due on tbe contract with the East Vedado Corporation. The East Vedado Corporation was not a party to tbe contract of assignment, and did not then enter into any agreement to receive tbe money from Adkins & Company. Negotiations were opened directly between tbe East Vedado Corporation and tbe assignee, however, in an effort by Adkins & Company to gain extensions of time for payments. A letter from an agent of the East Vedado Corporation, under date of October 18th, 1926, urged that the interest payments be made promptly and the principal obligation reduced somewhat, as an evidence of good faith, upon which, it was added, a six months’ extension of the remainder of the principal obligation was assured.

To this Adkins & Company replied, by letter: “We" have decided to accept the proposition you make in yours of October 18th and will malee this payment shortly after January 1st.” In further correspondence the East Vedado Corporation urged payments and discussed suit in the first instance on the notes of the original vendee, and assertion of their rights as vendor otherwise. On February 25th, 1927, Adkins & Company asked for an extension of the offer