Cassidy v. Metcalf

• Decision Date: 31 October 1877
• Parties: CASSIDY, Appellant v. METCALF et al.
• Court: Missouri Supreme Court

66 Mo. 519

CASSIDY, Appellant

v.METCALF et al.

Supreme Court of Missouri.

October Term, 1877.

Appeal from St. Louis Court of Appeals.

The case is reported in 1 Mo. App. 593.

Hitchcock, Lubke & Player and Ellis & Sullivan for appellant.

1. When by mistake, the written agreement contains less than the parties intended, or contains more; or where it simply varies from their intent, by expressing something different in substance from the truth of the intent--in all such cases, if the mistake is clearly made out by proofs entirely satisfactory, equity will reform the contract, so as to make it conformable to the precise intent of the parties. 1 Story Eq. Jur., § 152. It is the province of a court to enforce the contracts and conveyances of the parties, and not to make or alter them; but it is the duty of the court to enforce the contract which was really made, and when by mistake that contract is not expressed in such terms as to have the force and effect that the parties intended it should have, then it is the clear duty of the court to correct the mistake in the instrument. * * * * It is not necessary, in order to establish a mistake in an instrument, that it shall be shown that particular words were agreed upon by the parties as words to be inserted in the instrument. It is sufficient that the parties had agreed to accomplish a particular object by the instrument to be executed, and that the instrument as executed is insufficient to effectuate their intention. The power of a court of equity to reform an instrument which by reason of a mistake fails to execute the intention of the parties is unquestionable. Leitensdorfer v. Delphy, 15 Mo. 166. Mistakes may consist either in the circumstance that the instrument by which the parties intended to express their intent does not so express it, or does not express it accurately, or in the circumstance that the intention of the parties, though correctly expressed, has nevertheless been reached through some misapprehension or ignorance. In the one case the intention is erroneously expressed; in the other, the intention is founded in error. The relief pertinent to the first case is correction; to the second, recission. Bispham's Eq. Prin., § 190. A court of equity has jurisdiction to reform a written contract upon parol evidence where the agreement made by both parties has not been correctly incorporated into the instrument through accident or mistake in framing it. Tesson v. Atlantic Mut. Ins. Co., 40 Mo. 36; Hunt v. Rousmaniere, 1 Peters 13; Bradford v. Union Bank, 13 Howard 68; Botsford v. McLean, 45 Barb. 478; Lyman v. United Ins. Co., 17 Johns. 372; Keisselbrack v. Livingston, 4 Johns. Ch. 144; Coles v. Bowne, 10 Paige Ch. 534.

2. As to the evidence required for a decree of reformation on the ground of mistake: Relief will be granted in cases of written instruments, only where there is a plain mistake clearly made out by satisfactory proofs. 1 Story Eq. Jur., § 138 e note a and cases cited.

3. The prevention of a fraudulent or unconscionable advantage, whether claimed on the ground of contract, or even of a statute, is always sufficient ground for equitable relief. 1 Story Eq. Jur., §§ 759, 138 e; 2 Ib. § 1522 a; Farrar v. Patton, 20 Mo. 84; Dickerson v. Chrisman, 28 Mo. 140; Townsend v. Hawkins, 45 Mo. 286; 2 Washburn Real Prop. (3rd Ed.) p. 487; Strong v. Stewart, 4 John. Ch. 167; 2 Story Eq. Jur., § 1522 a; Wilson v. Drumrite, 21 Mo. 329.

4. Counsel made an argument upon the facts to show that there was no want of equity in the plaintiff, insisting that he had not bound himself not to go into the same business again in St. Louis, and that the dissolution of the firm into which defendants bought, was not the result of any act of his.

Thomas A. Russell for respondents.

In his petition, plaintiff, after setting forth the words of the contract, avers “that he, the said plaintiff, in good faith supposed that the said words, so used in said instrument, conveyed and expressed correctly the nature of the said agreement, which he had in fact made.” This shows that the language used in the written agreement was deliberately used, and the plaintiff, who drew up the instrument, did not intend the use of other words, believing that those used correctly expressed the intention of the parties to the agreement. The written agreement was exactly what both parties intended it to be, neither more nor less.

All the testimony goes to show that plaintiff used the words without any suggestion from defendant Moore, whatever. Supposing, for the sake of argument, that plaintiff did not correctly express his intention, was the mistake one of law or of fact, and is it to be treated as a mistake at all? A mistake of law arises when a person under an erroneous conviction of law does or omits to do some act which, but for the erroneous conviction, he would not have done or omitted. We think that the mistake would be one of law.

The use of words that have been construed by the courts, and to which has been attached certain definite legal significance, should bind the parties. The word “interest” has had a certain definite meaning, a fixed legal significance for a century, and yet a person using it without understanding its legal effect, is said to have committed a mistake of fact. This will not hold good; it is a fact, according to his allegations, only that he did not understand the legal effect of the words he used, and was ignorant of the construction courts had given them, but the use of the word was no mistake of fact.

His mistake was one of law against which a court of equity will not relieve. Smith v. Powell, 14 Law Rep. 90; Penny v. Martin, 4 Johns. Ch. 567; Durant v. Bacot, 2 Beaseley 201; Burt v. Powell, 28 Cal. 632; Hoover v. Reilly, 2 Abb. (U. S.) 471; Nelson v. Davis, 40 Ind. 366; Heavenridge v. Mondy, 49 Ind. 434; Wood v. Price, 46 Ill. 439; Goltra v. Sanasack, 53 Ill. 456; Gordere v. Downing, 18 Ill. 492; Brantley v. West, 27 Ala. 542; Sims v. Lyle, 4 Wash. C. C. 320; Wintermute v. Snyder, 2 Green Ch. 490; Broadwell v. Broadwell, 1 Gilman, (6 Ill.) 600; Hall v. Reed, 2 Barb. Ch. 500; Adams Eq., Marg. pp. 189, 191; 1 Story Eq. Jur., §§ 120 and 151; Lyon v. Richmond, 2 Johns. Ch. 51; Champlin v. Laytin, 18 Wend. 407; Viner Abr. Tit. Ch. N. Com. Dig. 3 F. 8; Hunt v. Rousmaniere, 1 Pet. 1; Shotwell v. Murray, 1 Johns. Ch. 512; Storrs v. Barker, 6 Id. 166; Arthur v. Arthur, 10 Barb. 9; Gilbert v. Gilbert, 9 Barb. 532; Bispham Eq. Prin., § 187; Kerr on Fraud and Mistake 409, 414; McElderry v. Shipley, 2 Md. 25; Leavitt v. Palmer, 3 N. Y. 19; Stoddard v. Hart, 23 N. Y. 556; Garner v. Bird, 57 Barb. 277; Thompson Scale Man. Co. v. Osgood, 26 Conn. 16; Morris v. Labarra 58 Me. 26 Harney v. Charles, 45 Mo. 157. 2. Counsel examined and distinguished the following cases on the same general subject; Wyche v. Green, 11 Ga. 159; Smith v. Jordan, 13 Minn. 271; McAninch v. Laughlin, 13 Pa. 371; Wemple v, Stewart, 22 Barb. 154; Glass v. Hurlburt, 102 Mass. 24; Stone v. Godfrey, 18 Jur. 162; Phibbs v. Cooper, 2 L. R. H. L. 149; McCurdy v. Brethill, 5 Monroe 232; Lawrence v. Beaubien, 2 Bailey 623; Garrard v. Frankel, 30 Beav. 445.

3. The parol evidence received on the part of the plaintiff was inadmissible. 1st. Because it related to conversations and negotiations had prior to the execution of the contract. Wood v. Price, 46 Ill. 439; Rich v. Jackson, 4 Brown Ch. 515; Wheaton v. Wheaton, 9 Conn. 96; Winch v. Winchester, 1 Ves. & B. 375; Maybank v. Brook, 1 Brown Ch. 84; Lord Irnham v. Child, 1 Brown Ch. 92; Lord Portmore v. Morris, 2 Id. 219; Hare v. Sherwood, 3 Id. 168; 1 Ves. Jr. 242; Jordon v. Sawkins, 3 Id. 388; 1 Ves. Jr. 402. 2nd. Because it was indirect, inferential, and founded upon suppositions and understandings not based upon any interchange of ideas. Lord Thurlow in Shelb ne v. Inchiquin, 1 Bro. Ch. 338; Sutherland v. Sutherland, 69 Ill. 481; Potter v. Potter, (Sup. Ct. Iowa,) 3 Cent. Law Jour. 602. 3rd. Because it is, if not incompetent, so irrelevant, so weak, as to carry with it no weight whatever. Counsel accompanied this objection with an elaborate examination of the evidence in the case.

NAPTON, J.

This is a bill in equity to reform a written contract, which was alleged by mistake not to have corresponded with the previous parol agreement of the parties, and to enjoin proceedings on a suit at law on said written instrument.

The plaintiff's petition, after reciting the fact that he had been a partner in the firm of Irons, Cassidy & Co., in which his brother, J. C. Cassidy and Irons, and one Berry and himself were equally interested, stated that he sold out, or intended to sell out, his place in said firm to the defendants for $5,000, but that the contract which was executed to carry out this sale used a term which did not effectuate the intention of either of the parties; that the intent and understanding of both parties was that he was conveying only his interest (one-fourth) in the good will and prospective business of said firm, and not his share of the assets of the firm, accumulated at the date of the contract. The plaintiff, therefore, asks that the word interest, which is used indefinitely and without qualification in the written contract, be followed by the words: “in the good will and prospective profits” of the firm of Irons, Cassidy & Co. He further states that defendants have brought a suit at law on said contract, and therefore in such action have an unfair and unconscientious advantage, and asks an injunction against such proceedings.

The defendants deny the mistake; aver that the instrument was drawn up by plaintiff himself, and truly expressed the previous understanding and agreement of all parties. Both the bill and answer are sworn to.

On the hearing in the circuit court, a perpetual injunction was granted, but on appeal to the St. Louis Court of Appeals, this decree was reversed and the bill dismissed.

The testimony is very voluminous. The material facts...