Crawford v. Workman

• Decision Date: 03 March 1908
• Citation: 61 S.E. 319,64 W.Va. 10
• Court: West Virginia Supreme Court
• Parties: CRAWFORD et al. v. WORKMAN.

64 W.Va. 10

61 S.E. 319

CRAWFORD et al.

v.WORKMAN.

Supreme Court of Appeals of West Virginia.

March 3, 1908.

Rehearing Denied May 1, 1908.

1. Specific Performance—Contract.

A contract which a court of equity will specifically enforce must be certain as well as fair in its terms; and the certainty required has reference both to the description of the property and the estate to be conveyed. Uncertainty as to either, not capable of being removed by extrinsic evidence, is fatal to any suit for a specific performance.

[Ed. Note.—For cases in point, see Cent. Dig. vol. 44, Specific Performance, §§ 61-64.]

2. Evidence — Parol Evidence — Admissibility.

Extrinsic evidence in such case is only admissible to a very limited extent. It cannot be used to supply any defect or omission in the terms of the written contract; but is strictly confined in cases where no fraud, mistake, or other equitable incident of a like character is alleged to the function of explanation, and of exhibiting the surrounding circumstances in the manner and only to the same extent that such evidence is permissible in the interpretation of alt other written instruments.

[Ed. Note—For cases in point, see Cent. Dig. vol. 20, Evidence, § 2073.]

5. Specific Performance — Dismissal of Suit—Indefinite Contract.

In a suit for the specific execution of a contract for the purchase of land, where neither the contract itself nor the extrinsic proof of the surrounding circumstances identifies or defines the tract or boundaries of the land, or refers to anything by which it may be identified with reasonable certainty, the court will not decree a specific performance, but will dismiss the bill.

[Ed. Note.—For cases in point, see Cent. Dig. vol. 44, Specific Performance, §§ 71-82.]

4. Same—Laches.

Where a vendee of land delays suit for specific performance for an unreasonable time, and there has come a great increase in the value of the real estate sold, so that enforcement of the contract would impose hardship and loss upon the vendor, equity, as a general rule, will not enforce the contract

[Ed. Note.—For cases in point, see Cent. Dig. vol. 44, Specific Performance, §§ 306-308, 334.]

(Syllabus by the Court.)

Appeal from Circuit Court, Boone County.

Bill by E. T. Crawford and W. L. Ashby against Allen Workman. Decree for plaintiffs, and defendant appeals. Reversed, and bill dismissed.

Frank P. Murphy, Geo. M. McDermlt, and W. E. R. Byrne, for appellant.

Brown, Jackson & Knight and Leftwich & Byrnside, for appellees.

BRANNON, J. E. T. Crawford and W. L. Ashby sued Allen Workman in the circuit court of Boone county to compel Workman to make them a deed for minerals in a tract of land. The defendant demurred to the bill and answered, and the court decreed a specific performance, and Workman has brought the case to this court.

Upon the question whether Workman, in fact, made the contract sued upon there is great conflict of evidence; but we shall say that Workman did make the contract. That contract is that "in consideration of $2.00 for coal, oil, gas, and other minerals, with rights of way and timber for mining purposes, the party of the first part agree to sell and convey unto the party of the second part, or to whosoever he may designate, the above interests in the following described tract or boundary of land containing 600 acres, more or less, situate in Crook district, Boone county, West Virginia, described as follows, to wit: On the West Fork of Little Coal River, and James creek of said West Fork; upon the following terms; that is to say." The statute of frauds requires a contract for the sale of land to be in writing. That writing must have legal certainty. It must speak the contract, because that statute says that the contract shall be in writing; all its essentials shall be in that writing. That is the very object of the statute. Does this contract possess legal certainty? We think it does not. "The first requisite of a contract to entitle one to specific performance in equity is certainty and definiteness in its terms." Litterall v. Jackson, 80 Va. 604. "A contract which a court of equity will specifically enforce must be certain as well as fair in its terms; and the certainty required has reference both to the description of the property and the estate to be conveyed. Uncertainty as to either, not capable of being removed by extrinsic evidence, is fatal to any suit for a specific performance." Mathews v. Jarrett, 20 W. Va. 415, point 1. Innumerable authorities state that proposition. Hogg's Eq. Princ. § 397. I assume that nobody will say that the contract above quoted in and of itself identifies the land. In what part of Crook district, which may be large in area, does this land lie? What particular land on the West Fork of Little Coal River and James creek out of the thousands of acres there lying? What part is on the West Fork, and what part on James creek? Does it lie at the mouths or at the heads of those streams? Is there any surveyor to be found who could go on those streams and pick out this land from the lantern of this contract? No corners, no lines, no indexes to specify or guide. It is true that, under circumstances, proper evidence outside the contract may be called for help. In Mathews v. Jarrett, supra, the second and third points of the syllabus are as follows: "Extrinsic evidence in such case is only admissible to a very limited extent. It cannot be used to supply any defect or omission in the terms of the written contract; but isstrictly confined in cases where no fraud, mistake, or other equitable incident of a like character is alleged to the function of explanation and of exhibiting the surrounding circumstances in the manner and only to the same extent that such evidence is permissible in the interpretation of all other written instruments. In a suit for the Specific execution of a contract for the purchase of land, where neither the contract itself nor the extrinsic proof of the surrounding circumstances identifies or defines the tract or boundaries of the land, or refers to anything by which it may be identified with reasonable certainty, the court will not decree a specific performance, but will dismiss the bill." So we see that you cannot introduce any and all kinds of evidence. You cannot make a contract by oral evidence. You cannot put into the contract by oral evidence a most material element which the statute of frauds designs to be in writing. The trouble in this case is that the contract itself neither specifies the particular land, nor does it refer to anything outside the contract by which to identify the land. It contains no such pointers. It does state the district and the streams; but where in that district, or on these streams? It is lame because it contains nothing to point out that land, or point out something by which it may be made certain. We find in 6 Pomeroy's Eq. § 766, this statement of the law: "However, it is not required that the written contract itself should furnish the sole evidence of such certainty and definiteness, where it is complete in its material terms, and there is sufficient certainty and definiteness for the court to supply, either by proper reference to other documents, or by properly admissible parol evidence as to extrinsic facts, the necessary degree of exactness. But parol evidence can never be given to supply an omitted term or make definite and certain that which the parties left indefinite and uncertain. In a word, parol evidence cannot show the intent of the parties if it cannot be found in the contract. Parol evidence can only be used to 'fit the description to the land.' " We find in 2 Beach on Modern Equity, § 583, this statement of the law: "The subject-matter of the contract must be described in such a way that it can be ascertained with certainty. The description must be so definite that it may be known precisely what the defendant imagined himself to be contracting for, and that the court may be able to ascertain what it is. It is not essential that the descriptions have such particulars and tokens of identification as to render a resort to extrinsic aid entirely needless when the writing comes to be applied to the subject-matter. The terms may be abstract and of a general nature, but they must be sufficient to fit and comprehend the property which is the subject of the transaction, so that, with the assistance of external evidence, the description without being contradicted or added to, can be connected with and applied to the very property intended, and to the exclusion of all other property. * * * But while parol evidence may, and, indeed, must, be resorted to to apply the description to the specific piece of land supposed to be intended, yet the writing must be a guide to find the land. It must contain sufficient particulars to point out and distinguish the particular piece from any other. For example, a description in an agreement to convey as 'five acres, lot 3, section 23, ' there being nothing to show what five acres was intended, has been held to be insufficient." Pomeroy on Specific Performance, in section 161, distinctly says that, where the contract is vague, it can be made certain "by means of reference by itself or by other portions of the agreement." This shows that in the contract itself you must find the index pointing to facts to be shown by the extrinsic oral evidence. That section further says: "Parol evidence, however, is only admissible to a very limited extent, and for purposes well defined and limited. It cannot...