L'engle v. Overstreet

• Decision Date: 27 April 1911
• Citation: 55 So. 381,61 Fla. 653
• Parties: L'ENGLE v. OVERSTREET et al.
• Court: Florida Supreme Court

55 So. 381

61 Fla. 653

L'ENGLE v. OVERSTREET et al.

Florida Supreme Court

April 27, 1911

Headnotes Filed May 29, 1911.

In Banc. Appeal from Circuit Court, Duval County; R. M. Call Judge.

Bill by Walter Overstreet and others against Charlotte J L'Engle. Decree for complainants, and defendant appeals. Reversed.

Syllabus by the Court

SYLLABUS

Whether the specific performance of a contract for the conveyance of real estate will be enforced by judicial procedure is determined by the application of the established principles of equity designed for administering justice that are appropriate to the facts and circumstances of the particular case. Primarily the contract should be definite and legally binding, and its enforcement be practical and equitable.

Where in a contract to convey lands, it is expressly covenanted by an indenture that time shall be of the essence of the contract, the complainant to have specific performance must perform or offer to perform within the time specified, unless his delay is sufficiently excused or waived.

Nonperformance of a contract for the conveyance of land within the specified time may be excused so as to authorize specific performance when the defendant caused the delay, as by evading tender or performance, or by causing the complainant to be misled or to make a mistake as to his rights, or the delay may be waived expressly or impliedly by the agreement or conduct of the defendant.

Where a party has paid no part of the purchase price, and loses a right to purchase lands within a stated period by the mere expiration of the time definitely limited by an indenture in which time is expressly made of the essence of the contract such loss is not a forfeiture requiring action by the opposite party and against which equity will give relief.

Improvements afford no independent ground for specific performance, unless they are both valuable and permanent, and are warranted by the contract.

In construing a contract, the leading object is to ascertain and effectuate the intention of the parties. To ascertain the real intent, the language used, the subject-matter, and the purpose designed may be considered. When the purpose designed to be accomplished is ascertained, the meaning and effect given to the language used should comport with the intended purpose.

While ambiguous language is to be construed against the person using it, yet it should be given an effect that will be in accord with the object in view.

The real intention, as disclosed by a fair consideration of all parts of a contract, should control the meaning given to mere words or particular provisions, when they have reference to the main purpose.

The contract in this case held to be a lease of land for a specific term, with the privilege of paying for and procuring a conveyance of the land at any time within the period of the lease; and, as the promise of the lessees to pay the purchase price is by other provisions of the contract so qualified as to the time and conditions of its payment that the promise cannot be enforced after the expiration of the lease period the mere tender of the purchase price after the expiration of the lease period, where no controlling equity is shown, does not entitle the lessees to a specific enforcement of the contract that has expired.

COUNSEL Young & Adams, Alex. St. Clair-Abrams, and F. T Myers, for appellant.

Bisbee & Bedell, Fletcher & Dodge, and J. W. Holland, for appellees.

This appeal is taken by the defendant below from an order overruling a demurrer to a bill for specific performance brought by Walter Overstreet, P. A. Cunningham, and Arthur. J. Cunningham.

The bill of complaint is as follows:

'That on March 24, 1905, the defendant, Charlotte J. L'Engle, by Porcher L'Engle, her attorney in fact, executed and delivered to the plaintiffs Walter Overstreet and P. A. Cunningham her deed, which, with the addenda hereinafter referred to, follows:

"Law Offices,

"Porcher L'Engle,

"Jacksonville, Florida.

"This agreement, made this 24th day of March, nineteen hundred five between Charlotte J. L'Engle, lessor of the first part, and Walter Overstreet and P. A. Cunningham, lessee of the second part, both of Duval county, Florida.

"Witnesseth, that in consideration of forty dollars to me paid by the said party of the second part, I do hereby lease to the said party of the second part that certain tract or parcel of land in the county and state aforesaid.

"Beginning at a point on the north side of the Jacksonville and Alligator plank road (so called) being the S.W. corner of lands formerly owned by A. J. Kingston; thence north 10 degrees west 990 feet to a corner on the south side of a public road 25 feet wide; thence westwardly parallel to said plank road to the northwest boundary line of the Heddock Estate tract, or the western Isaach Hendrick's grant; thence south 48 degrees west, along said boundary line to the Three Mile branch; thence down the branch on the east side thereof to the plank road; thence eastwardly along the plank road to point of beginning, containing 19 1/4 acres, more or less.

"To have and to hold the land described to the party of the second part, and to their legal representatives and assigns, for five (5) years from the date hereof, provided they or those holding through them shall pay me or to my legal representatives or assigns, without demand, forty ($40.00) dollars four times in each year, on the first days of January, April, July, and October, in advance and shall pay all taxes and assessments on said land and keep the buildings thereon insured for their insurable value, loss payable to lessor, subject to eviction and to abrogation of this agreement, at will of lessor after thirty days of dafault, of either rent, taxes, assessments or insurance premiums. Time is of the essence of this contract.

"And I hereby covenant for myself and for my heirs and assigns, upon the faithful performance of the above conditions by the party of the second part, or by those holding through them, to execute and deliver to them at any time within the period limited above, a good title in fee to the land described herein, upon payment to me or to my legal representatives of two thousand ($2,000.00) dollars.

"There being no lease in arrears.

"And the said lessee for themselves and their legal representatives and assigns promises to pay said principal sum mentioned above and the said lease or rent herein stipulated on the dates named and all taxes and assessments, and if default be made therein for thirty days to surrender possession of said property to said lessor.

"In witness whereof, the said lessor and lessee have hereunto set their hands and seals in duplicate this 24th day of March, A. D. 1905.

Charlotte J. L'Engle, [Seal.]

"By P. L'Engle, [Seal.]

"Atty in Fact.

"P. A. Cunningham. [Seal.]

"Walter Overstreet. [Seal.]

"Signed, sealed and delivered before us:

"Frank E. Jennings.

W. C. Fehrenback.

"As to Overstreet & Cunningham:

"J. C. Prosser.

C. F. Romedy.

"Lease paid to June 30th, 1905. P. L'E.'

'That under and pursuant to the deed on or about March 24, 1905 the plaintiffs Walter Overstreet and P. A. Cunningham paid to the defendant $40 for the first installment which was accepted as and for and in payment of all moneys to be paid up to and inclusive of June 30, 1905, and the said Porcher L'Engle did then and there indorse at the foot of said instrument the words and figures following: 'Lease paid to June 30th, 1905, P. L'E.' That on or about March 24, 1905, acting under the instrument, the plaintiffs Walter Overstreet and P. A. Cunningham entered into possession of the land, and soon thereafter did erect a substantial fence inclosing the land and otherwise improved the same. That from and after June 30, 1905, on each of the several quarter days mentioned in the deed, the defendant through her attorney received such payments to and inclusive of January 1, 1910. That on the 30th and 31st days of March and on the 1st day of April, A. D. 1910, plaintiffs had made all payments for taxes and assessments on said lands, and otherwise in all respects performed on their part the said instrument, save as they were prevented from performing same by defendant as hereinafter set forth, and on said days all conditions were fulfilled and all things happened and all times elapsed necessary to entitle these plaintiffs, or the plaintiffs Walter Overstreet and P. A. Cunningham, to a good title in fee to the land described in said deed, save as performance on the part of these plaintiffs, or of the said plaintiffs Walter Overstreet and P. A. Cunningham, was excused by the conduct of the defendant hereinafter set forth. That is to say, on, to wit, the 30th day of March, 1910, plaintiffs sought the said Porcher L'Engle at his residence and at his customary place of business in the city of Jacksonville, Duval county, Fla., for the purpose of paying to said Porcher L'Engle the sum of $2,000 in said deed mentioned, and were informed that said L'Engle was absent from his home and from the city of Jacksonville. Whereupon the said plaintiffs deposited said sum of $2,000 in the Florida National Bank, a national bank and United States depository then and there existing and doing business in the said city of Jacksonville, with instructions to said bank to deliver the same to said L'Engle on the delivery to it of a warranty deed to these plaintiffs of the land mentioned in said instrument hereinbefore set forth, and on the same day sent to the said L'Engle by registered mail duly directed to said L'Engle at Jacksonville, Fla., a letter stating, in substance, that the said sum of money was held by the said bank to be delivered to said...