Coan v. Holbrook
| Decision Date | 16 March 1951 |
| Citation | 97 N.E.2d 649,327 Mass. 221 |
| Parties | COAN v. HOLBROOK et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Hugh S. Boyd, Newton, for defendant.
Before QUA, C. J., and LUMMUS, SPALDING, WILLIAMS and COUNIHAN, JJ.
The allegations of this bill in equity may be summarized as follows: The defendants on December 21, 1949, made a written offer to one Kinchla, a real estate broker, authorizing him to sell a parcel of real estate which they owned in Newton. The essential terms of the offer, which were incorporated in the bill, were these: (There were further provisions concerning a broker's commission but these need not concern us.) The instrument, which recited that it was to take effect as a sealed instrument, was signed by the defendants. Beneath the words 'Agreed to and undertaken for offering this 21st day of Dec. 1949' was the signature of one Hunt on behalf of Kinchla. The instrument also contained the following above the plaintiff's signature, 'Within offer accepted this Feb. 2nd 1950.' The bill alleges that the plaintiff accepted the offer on that date, 'said offer being then and there open, [and] unrevoked'; that the defendants without legal justification repudiated the agreement on February 4, 1950, and that the plaintiff has at all times been ready, able and willing to carry out the terms of the agreement. The bill prays for specific performance.
The defendants demurred on the ground of want of equity. An interlocutory decree was entered sustaining the demurrer. From a final decree dismissing the bill the plaintiff appealed.
We are of opinion that the demurrer ought not to have been sustained. The defendants take the position that the offer was not open after January 31, 1950, and that the purported acceptance of it by the plaintiff on February 2, 1950, was nugatory. At first blush this contention appears plausible, but a careful reading of the agreement will demonstrate its unsoundness. True, the offer starts out with the words 'Providing this offer is accepted on or before January 31st 1950 * * * [we] will sell * * * [the property therein described] for $13,500 net,' and had it stopped there there would be no basis for contending that an acceptance on February 2 would be effective. However, the agreement goes on to provide 'and in consideration of one dollar, receipt of which is hereby acknowledged, and of your efforts to get this offer accepted, within the time above provided, and thereafter until written notice to you, * * * [we] agree not to withdraw this offer, or to offer said property for sale * * * or make disposition of same otherwise or elsewhere, than through you' (emphasis supplied). Reading these provisions together they mean that until January 31, 1950, the defendants had agreed...
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