Knox v. McMurray

• Decision Date: 17 March 1913
• Citation: 140 N.W. 652,159 Iowa 171
• Parties: KNOX v. MCMURRAY ET UX.
• Court: Iowa Supreme Court

159 Iowa 171

140 N.W. 652

KNOX

v.MCMURRAY ET UX.

Supreme Court of Iowa.

March 17, 1913.

Appeal from District Court, Blackhawk County; F. C. Platt, Judge.

Action in equity to enforce an alleged contract to sell real estate. Decree as prayed, and defendants appeal. Reversed.Mullan & Pickett and W. B. McMurray, all of Waterloo, for appellants.

John E. Williams and Edwards & Longley, all of Waterloo, for appellee.

WEAVER, C. J.

The defendant, a resident of Ligonier, Pa., was the owner of certain real estate in the city of Waterloo, Iowa. Prior to December 30, 1908, the plaintiff, a resident of Waterloo, wrote the defendant, offering to purchase the property at a valuation of $11,250. The negotiation thus begun was continued in a series of five letters transmitted by mail.

[1] We here quote the letters in full:

“Ligonier, Pa., Dec. 30, 1908.

My Dear Mr. Knox: I received in yesterday's mail your offer $11,250.00 for my business block in Waterloo, Iowa. This offer came through Mr. Bateman, who has been acting as my agent for the past five or six months. I wish you had made your best offer direct to me. I'll tell you why. With all due respect to Mr. Bateman, I think I need the commission which you of necessity must pay him. You may know that I am a clergyman, and have been serving a congregation at a small salary, and all my little savings of thirty years have gone into that property. It is my little all. About one year ago, on account of a nervous breakdown, I was obliged to give up my work. One reason why I refused to sell this property was this: On account of my calling, I am not versed in business of any kind, and I was afraid that if I should sell I might somehow lose what little money I had saved. For this reason I have always refused to put a price on this property. And then it has brought me a fairly good percentage for the money invested. I bought it about twenty or twenty-five years ago, and it has cost me I know over nine thousand dollars. So you see, while you may think your offer is a liberal one, I would be making very little money in the property. After my health was broken, my doctors advised me to spend the winter in California. On my way home, wife and I stopped off at Waterloo. In talking with the wife of the proprietor of the hotel where we stopped, we said that we wanted to look over a little property that we owned in Waterloo. She asked where it was located. We pointed it out. She remarked that the property was as ‘good as gold’ and gave many reasons why--which I shall not repeat. Her husband was also in the real estate business, and her opinion was worth something. Afterward we employed his partner, Mr. L. E. Baker, as our agent. My property done better than ever before. We were exceedingly sorry when death removed him. Now, Mr. Knox, I believe that this property is a good investment at twelve thousand dollars, and I am willing that you should have it at that price. I would be willing that you should pay me $2,000.00 in cash and the balance to suit your own convenience. I have not the remotest idea as to what I will do with the money, as I have no place at present where I can invest it, and I would like to have as much of the money remain in the property as possible with interest at six per cent. You have made some improvements in this property and I would like to sell it to you rather than to some one else. I am positive that if you hold it for twenty-five years, as I have done, you will make a good deal more money out of it than I have ever made. But I think I am entitled to every dollar that is in it. An agent for selling that property would want at least 2 per cent. for making the sale. Now, I am sure that I need that money worse than any agent you have in Waterloo, so I would like to deal direct with you and let me have the commission that you would be obliged to pay a real estate agent. I think we may be able to get together, but, Mr. Knox, I don't think you ought to ask me to sell this property for less than twelve thousand dollars. I have always said that when it reached that price I would let it go. I have during the last few months received several letters of inquiry concerning this property, and have been asked several times to put a price on it, but this I have always refused to do. Hoping to hear from you at an early date, I am, yours, H. L. McMurray, Ligonier, Pa.

P. S. I expect in a week or ten days to take trip South to escape the long, cold, and disagreeable winters. I may be absent for six weeks or two months. I can't stand the cold weather.” “Waterloo, Iowa, Dec. 31, 1908.

Mr. H. L. McMurray, Ligonier, Pa.--My Dear Mr. McMurray: We have your favor of the 30th inst., and note you have decided to sell us your property here for $12,000 payable $2,000.00 in cash, you to carry the balance of $10,000.00 on mortgage at 6 per cent. interest. We have decided to accept your proposition and are enclosing you herewith a check for $100.00 to bind the bargain. The balance of purchase price to be paid February 1, 1909, and give you a mortgage back for the difference at 6 per cent. interest payable on or before five years. We think we are paying you more than the above property is worth, but we realize if we want to stay here and do business, that a number of improvements will have to be made and we do not feel like going to any extra expense until we own the property. We are glad to note we can deal with you direct instead of through a real estate man, for we would rather have the commission. I beg to remain, very truly yours, R. M. Knox.”

“Latrobe, Pa., January 7, 1909.

Mr. R. M. Knox--My Dear Mr. Knox: Your letter was received in yesterday's mail. Would say that the day before I received your letter, I received a telegram with an offer of $12,000.00 for my Waterloo property. This party is very anxious to buy and I think would pay me even more than his first offer of $12,000.00, but I am free to confess that I think you ought to have this property, and what is more, I want you to have it, but naturally, if you put yourself in my place, you would want to get out of it all you possibly could. I have had enough worry over it for 20 years and I ought to have a little something now in return. Now, I thought like this: Since I have an offer of $12,000 from two parties, I thought that you ought in addition pay me for the repairs made on roof. Some of these bills are not in yet, and I hardly know how much they will amount to. Mr. Bateman could tell you. I am sure I could get several hundred more out of the other party, but I don't want to resort to any underhand business, and yet, at the same time, I want every dollar that I can possibly get for this property. It is the savings of thirty years hard work. Let me hear from you, and in the meantime I may have a letter from my nephew which will help me decide. I don't want you to give me any more than any one else, but I do think you ought to give me as much. Yours, H. L. McMurray, Ligonier, Pa.”

“Waterloo, Iowa, Jan. 6, 1909.

Mr. H. L. McMurray, Ligonier, Pa.--Dear Sir: We have your letter of the 7th inst. and note contents very carefully. We note that you say after you had made us the proposition to sell your property to us for $12,000 you had another offer, which you must bear in mind would not effect our deal in any way, as we accepted your proposition in good faith and we of course expect to carry out the sale of the property to me. Now in regard to the repairs you say that have been made on the roof and skylight, we would be willing to assume this obligation, which we think is more than fair on our part. We have accepted your offer in good faith and we will of course look to you to carry out same as per your offer we received in your letter under date of December 30, 1908. We do not blame you in wanting to get all you can for the property, but the price we are giving you is a very liberal one, but we realize, if we want to continue doing business here, we will have to make a good many improvements, and we do not feel justified in making them unless we own the property, and we are making a concession to you in agreeing to pay the repair bills as above stated in order that we can get this matter closed up without delay. We would like to have you send on the deed and abstract to the Iowa State Bank of Waterloo, Iowa, and when they are examined and found to be correct, your money will be turned over to you as per our letter accepting your proposition. Trusting you will give this matter your prompt attention, I beg to remain, yours truly, R. M. Knox.”

“Latrobe, Pa., January 7, 1909.

Mr. R. M. Knox: I wrote you this morning but in consulting with some of my friends, I have decided to call off the sale of my property and come back to my old plans of not selling until after the expiration of your lease. I think this would be better for all parties concerned. I had another offer since writing you and so I have finally concluded that I will not sell until your lease expires. Thanking you for your kind offer, I am, yours, H. L. McMurray, Ligonier, Pa.”

It is stipulated of record that the several letters were written on the dates named; that of the two letters written by the defendant under date of January 7, 1909, the one designated as No. 3 was written first, and that they were received by plaintiff in the same order--No. 3 on January 8, 1909, and No. 5 on January 9, 1909. Relying upon the foregoing correspondence as constituting a complete written contract for the sale of the property, plaintiff brings this action to enforce its specific performance. The defendant admits the correspondence as above stated, but denies that his offer to sell the property was ever accepted by the plaintiff, or that the negotiations carried on by means of said letters ever resulted in a complete contract, and avers that while said negotiations were still incomplete he withdrew his offer, and refused to proceed any further therein. He further pleads...