Langley v. Irons Land & Development Co.

• Decision Date: 06 December 1927
• Citation: 114 So. 769,94 Fla. 1010
• Court: Florida Supreme Court
• Parties: LANGLEY v. IRONS LAND & DEVELOPMENT CO.

114 So. 769

94 Fla. 1010

LANGLEY v. IRONS LAND & DEVELOPMENT CO.

Florida Supreme Court, Division B.

December 6, 1927

Suit by Marry Neal Langley against the Irons Land & Development Company to rescind a contract for the sale of land and for other relief.

From an order of dismissal, complainant appeals.

Reversed with directions.

See also, 113 So. 663.

Ellis C.J., dissenting.

(Syllabus by Strum, J., concurring.)

Syllabus by the Court

SYLLABUS

Mistake of fact, constituting essence of written contract executed by one party, authorizes rescission in equity, but not reformation. Mistake by one party ground for rescission, not for reformation. Where a contract in writing is executed by only one of the parties, under a mistake as to a fact which is of the essence of the contract, the mistake constitutes a ground for a court of equity to rescind and cancel the apparent contract as written and to place the parties in statu quo, but it does not constitute a ground for reformation; the reason being that by the mistake of one of the parties, there was no mutual assent to all the terms of the contract--no meeting of the minds--and hence there is no prior contract to which the writing may be made to conform.

By weight of authority, innocent misrepresentation of material facts, acted on by other party to detriment, is ground for rescission and cancellation of contract in equity; in determining whether innocent misrepresentation of fact justifies rescission of contract, real inquiry is whether party believed misrepresentation true and was misled; whether misrepresentation of fact is made innocently or knowingly effect in causing rescission of contract is same; misrepresentation of fact inducing execution of contract, whether innocent or fraudulent, is as conclusive as ground of relief in equity as willful and false assertion. Innocent misrepresentation of fact. According to the weight of authority, misrepresentation of material facts, although innocently made, if acted on by the other party to his detriment, will constitute a sufficient ground for rescission and cancellation in equity. The real inquiry is not whether the party making the representation knew it to be false, but whether the other party believed it to be true and was misled by it in making the contract; and, whether the misrepresentation is made innocently or knowingly, the effect is the same. It is as conclusive a ground of relief in equity as a willful and false assertion, for it operates as a surprise and imposition on the other party, and in such case the party must be held to his representations.

Equity will rescind contract or conveyance based on substantial misunderstanding as to subject-matter, though mistake was entirely innocent on both sides. Equity will grant relief by way of rescission or cancellation from a contract or conveyance based upon a substantial misunderstanding of the parties as to the subject-matter of the contract, though the mistake was entirely innocent on both sides and there was no fraud or misrepresentation.

If purchaser believes he is buying certain land while vendor thinks he is selling different tract, there is no valid contract; where purchaser through mistake or accident is shown lot different from one conveyed, equity may relieve for mutual mistake. In a sale of real estate, if one party believes he is buying a particular piece of property while the other thinks he is selling another piece, there is no meeting of minds so as to constitute a valid contract. Thus, for instance, if the purchaser, desiring to inspect the property before completing the bargain, has a particular lot pointed out to him, which is satisfactory and which he supposes he is to acquire, but by accident or mistake he is shown the wrong lot, that is, a lot different from that which the vendor understands he is selling and which is described in the deed, it is a case in which equity may give relief on the ground of mutual mistake.

Where parties, or one of them, labored under mistake of fact, equity may cancel instrument relating either to executory or executed agreement; for material mistake by one or both parties as to identity, situation, boundaries, title, amount, or value of land conveyed, equity will cancel deed regardless of actual fraud. The jurisdiction of equity to decree the cancellation of an instrument because at the time of its execution the parties, or even one of them, labored under a mistake of fact is well recognized, and the rule is the same whether the instrument relates to an executory agreement, or one that has been executed. Thus in case of a material mistake by one or both of the parties to a deed as to identity, situation, boundaries, title, amount, or value of land conveyed, equity will cancel the deed, whether or not there is actual fraud.

Equity will cancel deed through mistake conveying land not contracted for by purchaser, regardless of lack of grantor's fraudulent intent. When a deed is made in pursuance of a contract of sale of real estate, entered into under a misapprehension or in ignorance of the location of the vendor's land, and conveys to the purchaser a tract of land wholly different in location and character from the land contracted for, a court of equity will, at the suit of the vendee, rescind the contract of sale and put the parties in statu quo, although there was no fraudulent intent on the part of the grantor. In such case rescission results from the mutual mistake under which the parties entered into the contract.

One selling land by description of title papers is not accountable for mistake resting wholly in purchaser's mind as to location of boundaries; vendor pointing out location of land or boundaries and representing stated description covers land does so at his peril; where vendor's honest mistake in pointing out location or boundaries of land prevents meeting of minds, rescission will be decreed unless purchaser falled to exercise reasonable purdence. When the vendor sells real estate simply by the description contained on the face of the title papers, he is not accountable for a mistake of fact resting wholly in the mind of the other party as to the location or boundaries. But if he undertakes to point out to the purchaser its location or boundaries and represents that a stated description covers the lands so designated, he does so at his peril. If he makes a mistake, he must be accountable. When such a mistake prevents a meeting of the minds, rescission will be decreed, even though there was no fraudulent intent, unless the mistake resulted wholly from a lack of that degree of diligence on the part of the purchaser which would be exercised by a person of reasonable prudence under the same circumstances.

[LANGLEY V IRONS LAND & DEVELOPMENT CO 114 So. 769(1927)] Appeal from Circuit Court, Dade County; W. L. Freeland, judge.

COUNSEL

W. Ross Burton, of Miami, for appellant.

H. H. Eyles, of Miami, for appellee.

OPINION

BUFORD J.

The amended bill of complaint in this case, among other things, contained the following allegations:

'(2) That on the 20th day of August, 1925, the defendant by and through its agent, J. L. Barowsky, represented to the complainant that it had for sale a business site in a subdivision of Dade county, Fla., known as Irons Manor, owned by the defendant, and on said day pointed out to complainant a lot in said Irons Manor, and did then and there represent to the complainant that said lot so pointed out was lot 10 of block 35, and offered said lot for sale.

'(3) That the complainant was wholly unacquainted with the legal descriptions of the properties is said Irons Manor and with the lot so pointed out to her by the defendant, and, relying solely upon the representations of said defendant that the lot so pointed out to her was lot 10 of block 35, and being favorably impressed with the surroundings and future possibilities of said lot, did, on said August 20, 1925, execute with the defendant a contract for the purchase and sale of lot 10, block 35, of said Irons Manor, at a purchase price of $8,250; that the complainant paid to the defendant the sum of $2,062.50 and pursuant to the terms of the said contract made her six promissory notes payable to the order of the defendant, for $1,031.25 each, for the balance of said purchase price; that said six promissory notes were dated the 20th day of August, 1925, bore interest at the rate of 8 per centum per annum, and were payable 6 months, 1 year, 18 months, 2 years, 30 months, and 3 years after date, respectively; that said defendant under the terms of said contract obligated itself upon the payment of the full consideration as aforesaid to convey to the complainant lot 10 of block 35 of Irons Manor, free and clear of all incumbrances; a copy of said contract of purchase and sale is attached to the original bill of complaint, marked Exhibit A, and made a part of this bill of complaint.

'(4) That immediately after the execution of said contract the complainant left for her home in New Orleans, La., and did not return to Miami, Fla., until on or about the 25th day of February, 1926; that then for the first time after entering into said contract the complainant inspected lot 10, block 35, of said Irons Manor, and discovered that lot 10, block 35, was not the lot which had been pointed out to her by the defendant and which she had agreed to purchase, but was far removed therefrom and much less valuable and desirable than the lot which she had agreed to purchase; that the lot pointed out to your complainant as aforesaid, and which she intended to buy, was lot 4 of block 25 of said Irons Manor; that on and prior to the dates aforesaid the said lot 4 of block 25 of Irons Manor was not and is not now the property of ...