Boyden v. Hill
| Decision Date | 20 May 1908 |
| Parties | BOYDEN v. HILL et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Boyden Palfrey, Bradlee & Twombly, for plaintiff.
John M Raymond, for defendants.
This is an action to recover damages for breach of written contract for the sale of land. The agreement for conveyance was under seal, and stated that the owner agreed 'to sell to' the plaintiff a certain tract of land for $3,800, and continued: The agreement was signed by John B. Hill for himself and as attorney for his sister, Sally B. Hill. Since the bringing of this action, John B. Hill has deceased, and his administrator has continued the defense. In this opinion Sally B. Hill and the estate of John B. Hill will be referred to as defendant. It turned out that the defendant owned only one undivided half of the land, the other half being owned by his wife, and that, at the time the option was given, the defendant had forgotten the conveyances by which one-half of the property was transfered to his wife, and the plaintiff knew nothing as to the state of the title, assuming that it was owned by the defendant as represented by him. In 1902 the plaintiff with others was deeply interested to induce the United Shoe Machinery Company to locate its plant in Beverly and build its shops there. The plaintiff with others obtained options on several tracts of land, which together constituted about 300 acres, in order to offer the whole to this company. The land of the defendant was so located as to be an essential feature of the scheme, and, unless included in the larger lot, it would be impossible to offer to the machinery industry a tract suitable for its uses. The plaintiff thereupon saw Mr. Hill, stating to him his purpose, and that he preferred to get options upon the land, but if necessary he was willing to buy the land outright, and that it was not a money-making scheme, and that he did not expect or intend to receive any personal benefit from any option given by the defendant.
The first question raised is whether the instrument signed by the defendant was a contract of agency with the plaintiff or one in which the parties dealt with each other as principals. It is plainly of the latter class. It is not an authority to the plaintiff to sell as agent for the defendant, but a direct agreement on the part of the defendant to sell the property to the plaintiff for a specified price within a time stipulated. The right created is by the instrument itself described as an option, which is given directly to the plaintiff, and the rights under it are limited to the express purpose of a sale to the United Shoe Machinery Company.
The defendant next contends that he is excused from performance of the contract on the ground of mutual mistake. The only mistake, however, was on the part of the defendant, who was under a misapprehension as to the extent of his title, but this mistake was wholly his own, and not one of which the plaintiff was cognizant, or to which he had in any degree contributed. There was no mistake either as to the identity or existence of the subject matter of the contract. There was no mistake on the part of the plaintiff. He was simply misled by the representation of the defendant as to the character and extent of his title. Under these circumstances the defendant is entitled to no relief, either at law or in equity. Having made a contract explicit in its terms, as to which he has been in no wise deceived or misled by the active or passive representations or conduct of the plaintiff, he must abide by its terms. Hecht v. Batcheller, 147 Mass. 335, 17 N.E. 651, 9 Am. St. Rep. 708; Roche v. Smith, 176 Mass. 595, 58 N.E. 152, 51 L. R. A. 510, 79 Am. St. Rep. 345; Wilcox v. Lucas, 121 Mass. 21; Comstock v. Son, 154 Mass. 389, 28 N.E. 296. The good faith of the defendant in respect of his own misapprehension or forgetfulness is no defense. Atwood v. Walker, 179 Mass. 514, 61 N.E. 58. Evidence of the defendant's mental and bodily condition and his impairment of memory before and at the time of signing the option was properly excluded. It was not offered to show unsoundness of mind or that fraud had been practiced upon him, but only as bearing upon the question of the defendant's mistake and good faith in forgetting the transfer to his wife. Mere mental or physical weakness not amounting to incompetency to act is not sufficient to avoid a contract in the absence of advantage taken of these infirmities. Farnham v. Brook, 9 Pick. 212, 220; O'Brien v. Boland, 166 Mass. 481, 44 N.E. 602.
Another argument urged in defense is that there was no acceptance of the option on the part of the plaintiff at any time before it expired. This contention is not sound. It is doubtful whether the defendant saved his rights as to this question, but assuming in his favor that he did, it is plain that it cannot be sustained. By a letter under date of September 15, 1902, which was two weeks before the expiration of the option, the information was conveyed to the defendant that the United Shoe Machinery Company had decided to locate in Beverly, and that the plaintiff desired to exercise his right of purchase, and was ready to take and pay for the property as soon as the deed of conveyance should be prepared. There was also evidence tending to show that a tender was made of the purchase price named in the agreement, and under instructions, not excepted to, the jury found that there was such tender. Proffer of performance is an acceptance of the terms of a contract of sale.
Another contention of the defendant is that, taking into account all correspondence, the conference between the parties subsequent to a notification to the plaintiff of the defendant's inability to convey a perfect title to the entire tract, and all the other circumstances, the jury might find that the first option had been waived, and another agreement substituted for it. A waiver may be manifested either by words or acts, but all the attendant facts taken together must amount to an intentional relinquishment of a known right, in order that a waiver may exist. It is not claimed that there was an express waiver, and the circumstances, from which, it is contended, the jury might have found a relinquishment of his rights under the option, by the plaintiff, are that he was deeply interested in the location of the works of the United Shoe Machinery Company in Beverly, and was actuated solely by public spirit, and not by hope of private reward in all that he did; that the land described in the plaintiff's option was absolutely essential to the success of the project, for which he was laboring, and that, having expressly disclaimed in his conferences and also in a letter to the defendant any intention of gaining profit, when he learned of the defect in the defendant's title, and his consequent inability to convey a good title, he did not act as if he desired money damages, but only a good title to the land; that he sent to the defendant an option to be signed by his wife, the other owner of the land, with the request that he procure her signature; that, having already made the proffer of the tract of land to the United Shoe Machinery Company, he prepared the deed for the defendant to sign of his interest only in the land, and accepted the conveyance from him, paying therefor one-half the consideration named in the original option, and that he accepted at the hand of the defendant the option from his wife to sell her interest for $2,600, and took a deed from her, paying that sum for it, and that it was...
To continue reading
Request your trial