Keweenaw Ass'n v. Friedrichs

• Citation: 112 Mich. 442,70 N.W. 896
• Parties: KEWEENAW ASS'N, LIMITED, v. FRIEDRICHS ET AL.
• Decision Date: 27 April 1897
• Court: Michigan Supreme Court

70 N.W. 896

112 Mich. 442

KEWEENAW ASS'N, LIMITED, v. FRIEDRICHS ET AL.

Supreme Court of Michigan

April 27, 1897

Appeal from circuit court, Dickinson county, in chancery; John W Stone, Judge.

Action by the Keweenaw Association, Limited, against John Friedrichs, Henry Friedrichs, and Hugh McLaughlin, to specifically enforce a contract for the sale of land by complainant to defendants. From a decree for defendants complainant appeals. Affirmed. Grant J., dissenting.

Ball & Ball, for appellant.

Cook & Pelham, for appellees.

GRANT, J. (after stating the facts).

I think the proposition in the letter and defendants' acceptance constituted a complete and definite contract. We are cited to no authority defining what is meant by the term "surface" or "surface rights" as applied to land. The agreement was to convey "all surface rights except those heretofore conveyed" by the complainant to the railroad company mentioned in the letter. An owner of land may convey title in fee simple to the surface or to the ores, minerals, and quarries beneath the surface. Defendant McLaughlin testified, "By 'surface rights' we mean the fee simple of the surface, and what is on the surface." This is the plain meaning of the term, and was so understood by complainant. The contract proposed was not in compliance with the contract contained in the letter. It imposed conditions which interfered with the use and enjoyment of the surface. The defendants were under no obligation to accept it. It was, however, their duty to notify the complainant of their objections, and to ask for a contract in compliance with that established by the correspondence. If complainant had refused such a contract, undoubtedly the defendants could have treated the other as at an end, and could have recovered back the money paid. They were entitled to a deed in fee simple of the surface rights. The complainant retained title to the ores, minerals, etc., beneath the surface, with such rights of removal as the law would give them if it or its grantees should undertake to remove them. What those rights are we need not determine. That question is not before us. The complainant saw fit to make a contract to convey in fee simple the surface rights of the land without any other reservation or rights than the law gave them to what was beneath the surface conveyed.

We need not discuss the question argued by counsel for the complainant that extrinsic evidence would be permissible to define ambiguous terms, or to identify property conveyed. Complainant concedes that "the term 'surface rights' has a definite and well-understood meaning. It means the entire surface of the land, reserving the minerals to the grantor." These surface rights were covered by the contract which was executed. Both parties so understood it. Defendants were entitled to a contract in accordance with the letter, and could have compelled complainant to execute it. There has been no refusal on the part of complainant to give such a contract. The original contract, therefore, stands intact, to be enforced by either party. The decree should be reversed, and decree entered in this court in accordance with this opinion. Complainant should recover the costs of both courts.

MONTGOMERY J.

In addition to the facts stated in the opinion of Mr. Justice GRANT, it should be stated that the only written authority which J. M. Longyear, the agent of complainant, residing in Marquette, had for the sale of these lands, was a clause in a letter covering other topics, written by the chairman of plaintiff, which was as follows: "John Friedrichs: We will sell him surface rights SE-SW, 19, 40-30, at $100 per acre, payable $1,000 cash, balance three years at 7 per ct." It should also be stated as to the pleadings that the answer of defendants...