Kelley v. York Cliffs Imp. Co.

• Decision Date: 23 November 1900
• Citation: 94 Me. 374,47 A. 898
• Parties: KELLEY v. YORK CLIFFS IMP. CO.
• Court: Maine Supreme Court

47 A. 898

94 Me. 374

KELLEY

v. YORK CLIFFS IMP. CO.

Supreme Judicial Court of Maine.

Nov. 23, 1900.

(Official.)

Appeal from supreme judicial court, York county, in equity.

Bill by John W. Kelley against the York Cliffs Improvement Company. Decree dismissing the bill, and plaintiff appeals. Affirmed.

Argued before WISWELL, C, J., and EMERY, STROUT, SAVAGE, FOGLER, and POWERS, JJ.

G. F. Haley, Leroy Haley, and John W. Kelley, for plaintiff.

Geo. C. Yeaton, for defendant.

EMERY, J. This is a bill in equity, in which the court is asked to decree the specific performance of an alleged contract for the conveyance of two parcels of land at York Cliffs. As to such applications generally, it seems advisable to iterate and affirm what was said by this court in Mansfield v. Sherman, 81 Me. 365, 17 Atl. 300, viz.: "Such an application is addressed to the sound discretion of the court Not every party who would be entitled as of right to damages for the breach of a contract is entitled to a decree for its specific performance. Before granting such a decree, the court should be satisfied not only of the existence of a valid contract, free from fraud, and enforceable in law, but also of its fairness, and its harmony with equity and good conscience. However strong, clear, and emphatic the language of the contract, however plain the right at law, if a specific performance would, for any reason, cause a result harsh, inequitable, or contrary to good conscience, the court should refuse such a decree, and leave the parties to their remedies at law. In an equity proceeding the complainant must do equity, and can obtain only equity."

From the evidence in this case we find the following facts: The York Cliffs Improvement Company was organized in 1892 to purchase, improve, lease, and sell lands at York Cliffs, a summer resort. It purchased some 400 acres of land, laid it out into lots, built a hotel, and made other improvements. It incurred some debts, but did not sell much land, and was not a financial success. In August, 1898, the plaintiff, in behalf of a client who did not wish his name to be known, approached the president and some of the directors of the company with a view to purchase the two parcels in question. After some negotiation, the bond of the company in the sum of $15,000 was given to the plaintiff for the conveyance of the land to him on or before September 10, 1898, upon condition of "the said Kelley paying to the said company on delivery of said deed of fifty-three thousand seven hundred and fifty dollars, less the sum of fifteen thousand dollars and interest thereon," etc. The deduction was the amount of two existing mortgages on the land which Kelley was to assume and pay.

Instead of tendering the above-named sum in money when calling for the deed of conveyance, the plaintiff, Kelley, or his client, procured certificates of shares of the company's stock to the amount of 381 shares of the par value of $100 each, which, however, were not standing in the name of either on the books of the company. These certificates, indorsed or assigned in blank, the plaintiff tendered to the company (with an accompanying bill of sale of them)...