Chambers v. Livermore

• Decision Date: 14 May 1867
• Citation: 15 Mich. 381
• Court: Michigan Supreme Court
• Parties: Wm. C. Chambers v. Samuel Livermore and another

15 Mich. 381

Wm. C. Chambers v. Samuel Livermore and another

Supreme Court of Michigan

May 14, 1867

May 2 1867; May 3, 1867; May 4, 1867, Heard [Syllabus Material] [Syllabus Material]

Appeal in chancery from Saginaw circuit.

This was a bill for specific performance. The case was heard in the court below, on original and cross-bill, answer and proofs.

A decree was rendered for complainant in accordance with the prayer of the bill.

The facts are stated in the opinion.

Decree of the court reversed, with costs, and the bill dismissed.

Brown and James, for complainant:

1. The circuit court properly dismissed the cross-bill.

a. It does not allege an agreement to reserve an acre of land described with the requisite certainty, and the defect is not cured by the evidence taken in the case.

b. Parol evidence of fraud, or mistake, can not be received to vary a written contract for the purpose of carrying it into effect as varied: 2 Lead. Cases in Eq., 684; 1 Id. 741; 1 Johns. Ch., 273, 425; 10 Me. 80; 19 Conn. 63; 14 Ves. 519; 17 Mass. 303.

2. 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: 1 Story's Eq. Jur., § 751.

The contract stated in the bill is in writing, is certain, is fair in all its parts, and is capable of being performed. It alleges an agreement to pay $ 11,000 for the entire farm, which contains, by actual survey, 28 3/100 acres, or $ 392.43 an acre. The evidence shows the value of the farm to have been $ 300 per acre, or $ 8,409. It thus appears that the complainant not only agreed to pay an adequate price, but $ 2,591 more.

3. The specific performance of the contract is resisted on the alleged ground of a contemporaneous parol agreement, whereby one acre of land, with the buildings thereon, was reserved from the sale, not embodied therein by reason of fraud upon the part of the complainant.

4. Whether such parol agreement between the parties existed or not, there is nothing in the testimony to warrant the conclusion that it was fraudulently excluded from the written agreement.

Where fraud or mistake is set up as a defense to a written contract, clear and unequivocal proof is required to authorize the interference of the court: 5 Mich. 209.

Even if fraud can render a parol agreement admissible in evidence to control a deed, still the fraud should be proved before the agreement is admitted. To prove the fraud by the agreement, and then give effect to the agreement on the ground of the fraud, is obviously reasoning in a vicious circle: 2 Lead. Cas. in Eq., 706, and cases there cited.

Upon any possible construction of the testimony of the defendants, as to what transpired when the final contract of the 12th of August was signed--assuming it to be true--it can only show a parol agreement not embodied in the writing, on the faith of a promise by the complainant to perform it.

In the absence of fraud or mistake, parol evidence is inadmissible to vary a written contract, and the weight of authority is in favor of the position, that both at law and in equity the evidence must be such as to show that the contract, as executed, differs from that which one or both of the parties intended to execute, and not merely that there were terms or provisions not embodied in the writing, even where they were omitted on the faith of an understanding that it should take effect in the same manner as if they had actually been inserted: 2 Lead. Cas. in Eq., 673 and 74, 708, and cases there cited: 5 Vesey 722; 1 Barb. 42; 1 Bro. Ch., 92; 2 Id. 219; 2 Johns. Ch., 74; 11 Paige 650; 9 Dana 108; 5 Mich. 218, 210; 8 Id. 66.

D. W. Perkins, for defendants:

1. The court will not grant a specific performance if complainant has been guilty of fraud in obtaining the contract by misrepresentation, or by undue influence: 17 Conn. 1.

a. Misrepresentation will form a bar to specific performance, though the party representing did not know that it was false: Frey on Specific Performance, §§ 430, 433, 475, and note; 1 Story Eq. Juris., § 193; 36 Barb. 377.

b. If there was a misunderstanding between the parties as to the terms of the agreement, courts of equity will not grant specific performance, but in such cases it will decree a performance, as parties have agreed: Frey on Specific Perform., §§ 474 to 479, and note; also, §§ 484 to 495, § 500, and note 191, § 501; 21 N. Y., 238; 40 Barb. 238; 13 Howard, 57; 10 Paige 526.

c. Courts of equity will protect old and infirm persons from the effect of bargains obtained by undue influence: 1 Story Eq. Jur., §§ 234, 235, 336, 221 to 242; 3 Lead. Cas. in Eq., 127, 128, and 129.

The law defines what constitutes fraud. That, by the term fraud, the legal intent and effect of the acts complained of is meant. The law has a standard for measuring the intent of parties, and declares an illegal act prejudicial to the rights of others a fraud upon such rights, although the parties deny all intention of committing a fraud: Har. Ch., 19.

d. Where one makes false statements, by means of which another is induced to enter into a contract, the right of the latter to have the contract rescinded does not depend upon whether the person knew the statements to be false when he made them or not. The law has regard rather to the effect of the false statements upon the party to whom they are made, than to the actual intent to deceive by the other: 14 Mich. 109.

If one person makes a false statement to another who is about dealing with him upon the faith thereof, he shall make it good; or if he makes any representation which has induced the other to act upon it: Frey on Specific Performance, 269, and note, 365 and 366; 7 Johns. Ch., 194.

e. The adequacy or inadequacy of price will not be inquired into where the transaction is unaccompanied with fraud. In this case there is no fraud in the sale by defendants. Chambers is informed that the other party "had backed out and would not take the farm:" 1 Story Eq. Jur., § 345.

Cooley, J. Christiancy and Campbell, JJ. concurred. Martin, Ch. J. concurred in the result.

OPINION

Cooley J.:

Complainant filed his bill to compel the specific performance of a contract, bearing date August 12, 1865, by which the defendants agreed to sell to him a small farm of twenty-seven acres and a quarter, more or less, in the city of East Saginaw, for the sum of eleven thousand dollars; one thousand dollars of which was to be paid on or before the first day of November then next, on the payment of which they were to convey the land to him, upon his giving back a mortgage conditioned for the payment of the remaining ten thousand dollars in ten years after date, with interest, with the agreement, however, that if Chambers at any time should wish to convey any part or portion of the premises, the Livermores should cancel the mortgage on such part or portion, on Chambers paying to them such portion of the mortgage as the portion of the land so to be conveyed would bear to the whole premises; and that Chambers might make as many conveyances of parcels as he chose on these terms. The contract was signed by Chambers, but did not contain any agreement on his part to buy the land, or pay the purchase price, or give any personal obligation with the mortgage for the ten thousand dollars. Chambers averred in the bill that he had made the payment of one thousand dollars, and demanded a deed, which the defendants refused to give.

The defendants, by their answer, admit the making of a verbal contract for the sale of the farm to Livermore, at the price mentioned, but allege that there was to be reserved therefrom one acre, including the dwelling-house and other buildings that the contract was drawn by Chambers himself; that the defendants are aged people, and ignorant of legal business; that said Ermina Livermore, in whom the title to the farm was vested, inquired of Chambers if the reservation of the acre should not be mentioned in the written contract, who replied that it was of no use to do that, as it would be mentioned in...