Bronx Inv. Co. v. National Bank of Commerce

• Decision Date: 15 November 1907
• Citation: 92 P. 380,47 Wash. 566
• Parties: BRONX INV. CO. v. NATIONAL BANK OF COMMERCE.
• Court: Washington Supreme Court

92 P. 380

47 Wash. 566

BRONX INV. CO. v. NATIONAL BANK OF COMMERCE.

Supreme Court of Washington

November 15, 1907

Appeal from Superior Court, King County; Geo. E. Morris, Judge.

Action by the Bronx Investment Company against the National Bank of Commerce. From a judgment for plaintiff, defendant appeals. Affirmed.

Frank C. Park, for appellant.

Kerr &amp McCord, for respondent.

RUDKIN J.

This was an action prosecuted by the Bronx Investment Company against the National Bank of Commerce of Seattle to compel the delivery of a deed pursuant to the terms of an escrow agreement theretofore entered into between the plaintiff and the grantors named in the deed. The court below found, in substance: That on or about the 21st day of July 1906, Randolph S. Williamson and Marion V. Shippen, the then owners of lots 4, 5, and 8, of block 136, of A. A Denny's Broadway addition to the city of Seattle, agreed in writing to convey the same to the Bronx Investment Company for the sum of $39,000 net to the owners; the purchase price to be paid and secured as follows: $19,000 in cash, and $20,000 on time, evidenced by two promissory notes of $10,000 each, due two years after date, with interest at the rate of 6 per cent. per annum, and secured by mortgage on the property conveyed. That thereafter Williamson and Shippen agreed with the plaintiff that they would execute a good and sufficient deed of conveyance to the property, and that such deed should be delivered to the defendant bank, to be held in escrow by the bank, and delivered to the plaintiff, upon the payment of $19,000 in cash, and the delivery to the bank of the promissory notes and mortgage above described. That pursuant to this latter agreement the deed was duly executed and delivered to the defendant bank. That the plaintiff has tendered to the bank the cash payment and the notes and mortgage as provided in the escrow agreement, and the defendant bank has refused to accept the tender or deliver the deed to the plaintiff. On these findings, a decree was entered in accordance with the prayer of the complaint, and the defendant has appealed therefrom.

In support of its appeal the appellant contends: (1) That it was incumbent on the respondent to prove a valid enforceable contract for the conveyance of the property, independent of the escrow agreement, and that it failed in this; (2) that there was no escrow agreement, or delivery in escrow; and (3) that there was a defect of parties defendant. For the purposes of this appeal, we will assume that it was incumbent on the respondent to prove a valid subsisting contract for the sale of the property, independent of the escrow agreement; but we think the evidence fully sustains the findings of the court in this regard. All negotiations leading up to the sale were conducted through Joseph Shippen husband of one of the vendors and brother-in-law to the other, on the one side, and W. W. Hay on the other. The testimony shows conclusively that Joseph Shippen was the duly authorized agent of the vendors, and that they fully ratified and confirmed all his acts in the premises. It would seem also that W. W. Hay repreented the vendors, in a measure at least; but whether he was their agent, the agent of the purchaser, the agent of both parties, or a mere go-between, we do not deem it material to inquire, for, in either case, the letters from Joseph Shippen to W. W. Hay, in whatever capacity the latter may have acted, and the letters from Joseph Shippen to the bank, whether as agent of the vendors or escrow holder, fully satisfied the requirements of the statute of frauds. They contained all the essential elements of a valid contract--the names of the parties, the description of the property, the consideration, and all the terms and conditions of the sale. 'A letter may be a sufficient memorandum, and so may a telegram; and several letters and telegrams relating to the subject-matter of the contract may constitute a sufficient memorandum. The memorandum is adequate, although the letter or telegram is addressed to the writer's agent, or to a third person.' 20 Cyc. 254. In Lee v. Cherry, 85 Tenn. 707, 4 S.W. 835, 4 Am. St. Rep. 800, the court said: 'The letters passing between Mr. Bacon, the agent, and Mr. Cherry, the vendor, refer to and connect with each other, and contain all the terms of the sale and a sufficient description fo the property. These letters of the vendor to his agent, stating a proposal of sale, and affirming the sale made by his agent on the terms named by himself, are a sufficient memorandum under the statute of frauds. * * * The party to be charged therewith under the statute is the vendor, and if the agreement be signed by him, or there be a sufficient memorandum of an oral agreement signed by him, he will be bound, for an offer or proposal signed by the party proposing to sell will support an action against him for breach of the contract afterwards made by the oral acceptance of the offer by him to whom it was made; the fact of such acceptance being provable by oral evidence. * * *' In Singleton v. Hill, 91 Wis. 51, 64 N.W. 588, 51 Am. St. Rep. 868, the court said: 'It is not necessary that the memorandum should be formal, or in one writing or paper, or made directly...