Coral Gables, Inc. v. Heim
| Decision Date | 21 January 1935 |
| Docket Number | File 36812 |
| Court | Connecticut Superior Court |
| Parties | CORAL GABLES, INC. v. LEWIS R. HEIM |
Mead & Mead, Attorneys for the Plaintiff.
Marsh Stoddard & Day, Attorneys for the Defendant.
Present Hon. EARNEST C. SIMPSON, Judge.
Where an executory contract is an important part of the consideration for a note, the contract and its breach may be shown in defense of an action by the holder who took with knowledge of the contract.
The Coral Gables Corporation, a body corporate of the State of Forida, made and entered into a contract, in Forida, with defendant, to sell and convey to him, for a certain consideration in dollars, and a promisory note, a certain lot or parcel of land situated in Coral Gables, Florida.
The Coral Gables Corporation " for itself, its successors and assigns" covenanted and agreed with the defendant among other things, that " where not already so completed, streets will be paved sidewalks constructed, water mains and electric feed lines installed, all of a kind similar to such improvements in similar completed section of Coral Gables and without additional cost to said second party", the defendant. The defendant received nothing from the Coral Gables Corporation except its executory contract to convey. It appears that the Coral Gables Corporation never completed or performed its contract, and is now in no position to do so. It is elementary that the Coral Gables Corporation could not enforce the full payment of the note sued upon without showing a performance on its part. At least a non-performance would be a good defense against the Coral Gables Corporation. The question before the court is whether this plaintiff has become a holder of the note under such conditions as to deprive this defendant of his defense of non-performance on the part of the Coral Gables Corporation.
The Court is of the opinion that the plaintiff does not occupy such a position. The promise on the part of the Coral Gables Corporation quoted above, was, in part, at least, an important part of the consideration of the note. The Contract, having been made in Florida, the rights of the parties must be determined with reference to the law of Florida, and how the Courts of that State have construed the law. " It is settled law that the considerations for the promise may be attacked while the note is in the hands of a transferee who takes with knowledge of the transaction" . Odlein v. Strachey et al . 76 Fla. 42; 80 So. 291. In the case of Sumter County State Bank v. Hays et al . 68 Fla. 473, 67 So. 109, the Court held that where an executory contract is the sole consideration for a negotiable note, the contract and its breach may be shown in defense of an action by the holder who took with knowledge of the contract. The Court said in that case, 67 So. P. 109:
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