Federal Land & Securities Co. v. Hatch
| Decision Date | 09 April 1910 |
| Citation | 125 N.W. 837,147 Iowa 18 |
| Parties | THE FEDERAL LAND & SECURITIES COMPANY, Appellee, v. J. W. HATCH, Appellant |
| Court | Iowa Supreme Court |
Appeal from Green District Court.--HON. F. M. POWERS, Judge.
THIS action was begun at law to recover upon a bank check drawn by defendant and on which payment had been refused. The defendant filed answer denying liability and pleading an affirmative defense, with cross-petition asking that the check sued upon be held void. On motion the cause was tried as in equity. There was a decree for the plaintiff, and defendant appeals. The facts material to a disposition of the appeal are sufficiently stated in the opinion.
Reversed.
W. W Turner and Wilson & Albert, for appellant.
Woodin & Ayres and Gallaher & Graham, for appellee.
The petition alleges no more than that on a given date defendant made and delivered to plaintiff his check on the Bank of Dana for $ 320, and that on presentation payment was refused and check duly protested, wherefore judgment is demanded for said sum of $ 320, with interest and expenses of protest. For answer defendant admits making the check, and says it was made and delivered as part of an offer by him for the purchase of a tract of land from plaintiff, but that plaintiff refused said offer and demanded that defendant take the land on other and different terms than he had proposed or offered; that he (defendant) refused said demand and refused to make the purchase on the terms so prescribed, with the result that no contract or agreement was ever in fact made and he became entitled to a return of his check, on which there is not and never has been anything due the plaintiff. In reply, the plaintiff avers that a valid contract of purchase was entered into, that it accepted the defendant's offer for the lands, and is able, ready, and willing to fulfill said agreement on its part.
The facts, as developed by an examination of the record, are, substantially, as follows: The defendant visited the state of Wyoming, and there had some talk with the plaintiff concerning the purchase of a certain tract of land. The negotiations then had between them resulted in the signing and delivering by defendant to plaintiff of a written application or offer in the following form:
The Federal Land & Securities Company. Application for Land. I, the undersigned, hereby apply to purchase the N. E. quarter of section 27, township 13, range 61, county of Laramic, Wyoming, containing one hundred and sixty acres (subject to legal public roads and mineral rights as reserved by the Union Pacific Railroad Company), for which I agree to pay $ 2,000 as follows, $ 320 in cash, $ 160 March 1, 1909, and the balance to be paid on the crop payment plan. All deferred payments to draw interest from the date of this application, at the rate of six per cent. per annum, payable annually. Make papers in the name of J. W. Hatch, county of Greene, state of Iowa. Post office address, Dana, Iowa. July 30, 1908. J. W. Hatch. This application is taken subject to approval of the board of directors of the Federal Land & Securities Company.
With this application he made and delivered to the plaintiff the check now in suit, and returned to his home in Iowa with the understanding between the parties that, if the offer was accepted, a formal written contract upon the proposed terms would be prepared by plaintiff and forwarded by mail to the bank at Dana, where it could be examined and executed by the defendant. It is the claim of plaintiff that the offer was in fact accepted immediately, and before defendant left Wyoming, but the evidence does not bear out the assertion. Thereafter plaintiff did prepare the draft or form of contract in alleged conformity with the proposed terms and forwarded it to the bank. Upon notice of such action, defendant visited the bank, examined the contract so tendered him, and refused to accept or execute it, and directed the bank to refuse payment of the check. This refusal was based upon the claim that the contract so demanded of him was not the one he had offered or proposed to make, but differed therefrom in many material respects. Whether this contention on defendant's part is sustained by the record is the decisive question in the case. It will be observed that the application or offer to purchase is directed to the Federal Land & Securities Company, and the proposition is to purchase the land at the price of $ 2,000, of which $ 320 would be paid in advance, $ 160 on March 1, 1909, and the remainder on "the crop payment plan." The paper prepared by the plaintiff as embodying its conception of the contract is a very elaborate affair, entering into a great variety of detail, and filling more than six printed pages of the record. It purports to be a contract between the defendant as purchaser, and one C. H. Ainley of California, as seller. The following are a few illustrative examples of the stipulations to which it required the defendant's assent: (a) To cultivate and seed, in certain named crops, a given number of acres of land each year; (b) to deliver one-half of such crop each year to said Ainley at the nearest market; (c) to give the seller a lien on all crops raised; (d) to neither sell nor mortgage his own share of the crop until he had delivered the seller's share and received his written receipt therefor; (e) to make no assignment, sale, or pledge of the premises or of the contract without the written consent of the seller; (f) to make time the essence of the contract to empower the seller to declare a forfeiture thereof on failure to perform any stipulation of the agreement, and that in such case all payments made and all improvements placed upon the land should be forfeited to the seller.
A glance at these papers discloses that, aside from a reference in the first to two cash payments and to a wholly undefined "crop plan" (from which we may perhaps infer that the parties expected to agree upon terms enabling the defendant to pay the remainder of the purchase price by delivering to the plaintiff some share or all of the crops raised on the land), there is not in the written proposal the slightest hint or suggestion of the multitudinous...
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