Smoot v. Rea

Bartou, J., delivered the opinion of this Court: The proceedings in this ease show that in the year 1843, William Rea purchased at sheriff’s sale the lands of Thomas Smoot, and on the 1st day of January 1844, contracted to sell the same lands to his son, Thomas Id. Smoot, one of the complainants, for the sum of $121.15. This contract was in writing, endorsed on the sheriff’s deed, and signed by Eea, who therein acknowledged the payment by Thomas H. Smoot of “8313.01 in paper, $58.14 in cash, and Thomas H. Smoot’s note for $350, which when paid will he in full.” The deed was to he given when demanded, or so soon as the District Court should determine Rea’s title ; and if it was not good, the paper and money to he refunded. The lands consisted of three tracts or parcels called “Rehoboth,” one containing 101 acres, one containing 29 acres, and one containing 89 acres;.a tract or parcel called “Conclusion,” containing 143-|- acres, and a house and lot at “Oroteher’s Ferry.” On the 18th day of February 1841, Thomas H. Smoot sold to his father one-half the lands so purchased; and on the 9th day of October 1841, a contract was entered into between Thomas Smoot, the father, and Thomas H. Smoot, the son, whereby it was agreed that the lands should he divided between them, and that “Rea should convey the same when paid for” as follow’s, viz.

The three parcels called “liehoboth” to Thomas II. Smoot, and the parcel called “Conclusion” and the house and lot at “Crotcher’s Ferry” to Thomas Smoot. This agreement was written, and attested by the defendant, Rea. On the 10tli day of June 1851, William Rea sold and conveyed, the land called “Conclusion” and the house and lot at tho ferry to Stephen Andrews, one of the respond ⁴⁰⁴ ents, who instituted an action of ejectment to obtain pos» session thereof; whereupon the original bill in this case was filed by Thomas H. Smoot, for the purpose of obtaining an injunction to stay the prosecution of the action of' ejectment, and for the purpose of enforcing a. specific performance of the contract entered into on the 1st day of January 1844, and to obtain a conveyance of the lands purchased.

The injunction was granted as prayed, but was after-wards dissolved. And it being considered that Thomas Smoot (the father) was, by reason of his interest, a necessary and proper party to the cause, and he having died, an amended bill was filed, by leave of the Court, making his widow and heirs at law parties complainants with Thomas H. Smoot, claiming a conveyance of the land in execution of the original contract of the 1st day of January 1844, and in accordance with the contract made between Thomas Smoot and Thomas H. Smoot, on the 9th day of October 184⁷. At the final hearing, the Circuit Court refused to grant the relief prayed, and passed a decree dismissing the bill. From that decree this appeal was taken.

The bill charges fraudulent combination between the defendants, Rea and Andrews, in the sale and conveyance made by the former to the latter, on the 10th day of June 1851, and asks that the deed of that date shall be declared null and void. It is also charged that the property conveyed to Andrews was sold at a grossly inadequate price, far below its real value; and a great deal of the evidence taken under the commission was intended, and has been relied upon in the argument, for the purpose of establishing these charges. In the view which we have taken of the case, however, it is quite immaterial to decide whether the price paid by Andrews was or was not a fair and adequate price for the ⁴⁰⁵ land. Nor do we conceive it at all necessary to the support of the complainants’ case, to establish actual fraud in the transaction between the respondents, Eea and Andrews, in our opinion, the testimony in the cause is not inconsistent with the fact, that Rea acted in good faith in selling the land to Andrews, believing he had the power to sell, and that Andrews made the purchase in like good faith, under the same belief.

But notwithstanding the absence of intentional fraud, an examination of the pleadings and evidence in the cause has brought us to the conclusion that there is error in the decree of the Circuit Court, and that the complainants are entitled to have a specific performance of the contract of the 1st of January 1844-, as modified by the agreement of the 9th of October 1847. It is well settled, that the specific execution of a contract in equity is a matter “not of absolute right in the party, but of sound discretion in the Court.” 2 Story’s Equity, secs. 742, 769,. Yet the same author says, sec. 751, “Where, indeed, a contract respecting real property is in its nature and circumstances unobjectionable, it is as much a matter of course for Courts of Equity to decree a specific performance of it, as it is for a Court of Law to give damages for a breach of it. And, in general, it may be stated dhat Courts of Equity will decree a specific performance where the contract is in writing, and is certain, and is fair in all its parts, and is for an adequate consideration, and is capable of being performed.” The contract of sale in this case, made on the 1st day of January 1844, is plain, explicit and unobjectionable.

By its terms, the vendor acknowledged the receipt of the money, the paper assigned, and the note, as payment, and agreed to execute the deed of conveyance “when demand ed.” The collection of the paper assigned, and the actual payment of the note were not made conditions precedent to the conveyance of the title. This appears also from de ⁴⁰⁶ fendants exhibit K, in which Rea says, “I will deed when called on to do so.” But even if we are to construe the agreement made between the Smoots, in October 1847, (attested by Rea,) and the other acts and declarations of the parties, as so far modifying the original contract as to entitle the vendor to require the payment of the balance of the purchase money before executing a deed; still, in our •opinion, the case is one in which the complainants are (equitably entitled to relief. The respondent’s “exhibit K” -shows that the paper assigned by Thomas IT. Smoot, in part payment of the purchase money, was all collected.

The bill alleges that the sum of $220 had been paid on account of the note for $350; and the answer of Rea admits the receipt of that sum “on the purchase,” but 'claims to apply it in part to the payment of another claim against Thomas Smoot, the elder, alleged to be a lien on the land. The nature and character of that claim, and the evidence by which it is sought to be -established, will be more fully considered hereafter. For the present, it is sufficient to say, that it is not proved to have been a lien on the land, mor is there any sufficient evidence .to show that either Thomas Smoot or Thomas H. Smoot consented to such application. The result is, therefore, that the-complainants are entitled to have the payment of $220 applied in reduction of the note of $350, given for the purchase money of the land, leaving of the principal only the sum of $130 unpaid.

We do not consider the lapse of time in this case, •after the purchase money was due, as a sufficient bar to the relief claimed. For although Courts of Equity will not grant relief to suitors where there has been gross laches -or neglect, even “if there has not been a strict legal compliance with the terms of the contract, and the non-compliance does not go to the essence of the contract, relief will be granted.” 2 Story’s Eq., sec. 771 . It -is also well settled, that time is not generally deemed ⁴⁰⁷ in equity as of tbe essence of tbe contract. The note, in this case, was payable in three years, and was not due till the 1st day of January 1847.

It does not appear when the' sum of $220 was paid. But the proceedings show that Rea, the vendor, claimed the payment not only of the balance of purchase money agreed on in the contract of sale,, but also an old debt of Thomas Smoot, senior, existing before his bankruptcy, and alleged to bo a lien on the land,, before he was willing to execute a deed conveying the title.. If this claim is unsupported by proof, and he had no right to insist on its payment as a condition precedent to executing a deed; it would be inequitable to allow him to urge, the delay of the vendees, or their failure and omission to comply with his demand, as a ground for denying to them the relief prayed. We shall now proceed to examine that claim.

Rea, in-his answer, says: “This respondent further admits, that he has received two hundred and twenty dollars on the purchase, which he applied to the said note, and a judgment which will be more particularly described hereafter.” In a subsequent part of the answer, he says: “Tour respondent admits that no deed was executed or proposed to be executed by him to the complainant, for the property mentioned in the said contract of sale, and it is also true that your respondent would have been unwilling to execute any deed, because not only was there a large part of the purchase money due, but subsequently to my purchase of the said property at sheriff's sale, and about the time of the execution of the said contract of sale with the complainant, James A. Stewart, esquire, attorney for one Wallace Kirkwood, and Jane, his wife, and others, recovered judgments against Thomas Smoot, the father of the complainant, and against your respondent, as executor of a certain William S. Harper, who was surety for said Smoot for the amounts specified in a certified copy of said ⁴⁰⁸ judgments herewith filed, marked exhibit H, and which jour respondent prays may be considered as a part of his answer, and which judgment^ Mr. Stewart assured your respondent was a part of the original purchase money of the land, and which the said Thomas Smoot and the complainant told your respondent to pay, and add into the purchase money