County Eng'g Co. v. West

• Decision Date: 02 November 1917
• Docket Number: No. 43/268.,43/268.
• Citation: 88 N.J.Eq. 109,102 A. 668
• Parties: COUNTY ENGINEERING CO. v. WEST et al.
• Court: New Jersey Court of Chancery

102 A. 668

88 N.J.Eq. 109

COUNTY ENGINEERING CO.

v. WEST et al.

No. 43/268.

Court of Chancery of New Jersey.

Nov. 2, 1917.

Suit for the specific performance of a contract for the sale of real estate by the County Engineering Company against Martha West and others. Decree for defendants.

Bourgeois & Coulomb, of Atlantic City, for complainant.

U. G. Styron, of Atlantic City, for defendants.

LEAMING, V. C. This is a suit for the specific performance of a contract for the sale of real estate. At the termination of the hearing I reached the conclusion that the contract was fair and reasonable in all its parts, and that complainant was entitled to a decree, unless our Sunday laws rendered the contract unenforceable. That question was reserved for further consideration.

I have since given careful consideration to that question and reached the conclusion that this court cannot properly decree the enforcement of the contract.

The negotiations of the parties were completed and their engagements reduced to writing in contract form and executed in duplicate Thursday, March 29, 1917, each party retaining a duplicate original.

Our statute forbidding worldy employment or business on Sunday (4 Comp. Stat. p. 5712, § 1) becomes material in this suit by reason of the following clause embodied in the written contract:

"This contract is not binding upon the party of the first part [complainant herein] until the same shall have been ratified and confirmed in writing, either in a separate memorandum or by indorsement upon this contract, by Walter G. Clarke, of No. 224 West Seventy-Second Street, New York City, the treasurer of the party of the first part, which option to ratify must be exercised on or before the 4th day of April, 1917, in default of which the party of the second part shall at her election be released from this contract, and the same shall be deemed canceled."

On the following Sunday (April 1, 1917) Clarke inspected the properties of defendant in Atlantic City which were to be conveyed to complainant in part payment for complain-ant's property, and on that day ratified and confirmed the contract of March 29th, and then and there in writing indorsed his ratification and confirmation on the duplicate original contract held by complainant. No other or further written confirmation or ratification of the contract has at any time been executed by Clarke.

It seems obvious that by reason of the clause of the contract, above quoted, the contract was without binding force upon either party, unless and until ratified and confirmed in writing by Clarke; the office of that ratification and confirmation, if performed in the manner and within the time specified, was to impart vitality and binding force to the contract. Prior to the ratification the parties had done no more than to agree to terms of a contract which should become binding upon them respectively if a ratification and confirmation followed in accordance with the clause above quoted; when that ratification and confirmation occurred the written contract, until that time wholly conditional and without an atom of force as a contract until the condition should be discharged, became an absolute and unconditional contract binding upon the parties from that moment. In such circumstances it seems idle to say that the act of ratification and confirmation, if wholly performed on Sunday, was affected by the operation of our Sunday laws to a lesser degree than would have been the original contract had it been wholly executed on that day.

The effect of our statute on contracts made on Sunday has been before the courts of this state so frequently that litle doubt touching the law of this state in that respect can be said to exist. The cases, in the order of their dates, are: Reeves v. Butcher, 31 N. J. Law, 224; Ryno v. Darby, 20 N. J. Eq. 231; Steffens v. Earl, 40 N. J. Law, 128, 29 Am. Rep. 214; Cannon v. Ryan, 49 N. J. Law, 314, 8 Atl. 293; Rush v. Rush, 18 Atl. 221; Del. & Lack. Ry. Co. v. Trautwein, 52 N. J. Law, 169, 19 Atl. 178, 7 L. R. A. 435, 19 Am. St. Rep. 442; Nibert v. Baghurst, 47 N. J. Eq. 201, 20...