Long v. Eaves & Co.
Decision Date | 19 June 1911 |
Docket Number | 14950 |
Citation | 56 So. 178,99 Miss. 888 |
Parties | G. W. LONG v. EAVES & COMPANY |
Court | Mississippi Supreme Court |
APPEAL from the chancery court of Lee county, HPN. J. Q. ROBBINS Chancellor.
Suit by G. W. Long against Eaves & Co. From a decree dismissing the bill, plaintiff appeals.
The facts are as follows:
Appellant entered into the following contract with appellees "Tupelo, Miss., Nov. 2, 1907. Mr. G. W. Long, Tuperlo Miss.--Dear Sir: We beg to confirm sale to you to-day of two hundred bales of cottong (200 B/C) for January delivery in Tupelo, Miss., at (10 1/2) ten and one-half cents per pound basis Middling with one-eight cent differences above and below. Yours very truly. [Signed] Eaves & Co., G. W. Long.
Eaves & Co. is a partnership compose of J. H. Eaves and S. B. Hinds, and is engaged inthe purchase and sale of spot cotton. Appellant is not a cotton man, nor is he familiar with the terms of the trade. The trade between appellant and appellees was concluded by Hinds. with full informationobtained from Eaves, who dictated the contract, which was in due time executed by Hinds and Long. Appellant inquired of Hinds if this contract called for delivery of middling cottong and was advised that it did, and relied upon the representations of Hinds in regard to the entire transation. Appellees did not deliver middling cotton, but tendered some cotton which was below middling, which was refused by appellant.
Appellant thereafter filed a bill in chancery, setting up the facts and alleging fraud on the part of appellees, and seeking a recovery of one thousand, two hundred dollars, being the profit which he could have made out of a resale of the cotton, had middling cotton been delivered by appellees at the price stipulated in the agreement. The chancellor found that the appellees had perpetrated fraud, but dismissed appellant's bill for the reason set out in his opinion, which is as follows:
Decree reversed.
C. P. Long, for appellant.
No written contract is beyond the reach of a court of equity for the purpose of reforming it, if the prayer for relief is timely presented. Palmer v. Hartford Ins. Co., 54 Conn. 488.
In the present case, it is not contended that there was any mutual mistake between the parties, but that there was a mistake on the part of the appellant caused by the fraud and misrepresentations of the appellees and the willful, palpable fraud and misrepresentations on their part. The court has found such to be the case, and that the instrument or contract was not written on account of this fraud and misrepresentations according to the contract of the parties. Where this state of affairs exists, it is not necessary to prove a mutual mistake, but the party guilty of the fraud and misrepresentation, where the testimony shows what the true contract was, is estopped to take advantage of his own wrongs.
In other words, so far as the oral requirements are concerned, there was an agreement or meeting of minds, and each party understood the contract exactly alike, but the fraud was in the preparation of the written contract by appellees. Under the agreement it was the duty of appellees to prepare the written contract exactly as they and appellant had traded.
"If one whose duty it is to prepare a written contract, according to a previous agreement, by changing its terms and delivering it as in accordance with such agreement, prepares one materially different from the agreement, he commits a fraud which entitles the deceived party to a reformation." v. Freeman, 99 Ga. 376; McDonald v. Youngbluth, 46 F. 836; Hay v. Star Fire Ins. Co., 77 N.Y. 235; Bergen v. Ebey, 88 Ill. 269.
"If stipulations are kept out of a contract by fraud, the contract may be reformed in equity and specifically enforced." Cubberly v. Cubberly, 39 N.J.Eq. 514.
"Equity may reform a deed for fraud, notwithstanding the plaintiff's negligence." Hitchens v. Pettingill, 58 N.H. 3.
"A court of equity may reform a bill of sale of a vessel to allow its registry and enrollment under the laws of the United States." Sprague v. Thurber, 17 R. I. 454.
"An ordinary contract for the sale of merchandise may be reformed where the negligence of the defendant in signing the contract was not so gross as to bar him of the right of reformation on the ground of fraud and mistake." Sutton v. Risser, 104 Ia. 631.
"If there has been mistakes or fraud in the giving of a note, it may be reformed, in equity, according to the general principles above mentioned, to conform to the actual agreement between the parties." Miller v. McCarty, 47 Minn. 321; 28 Am. St. Rep. 375; Kropp v. Kropp, 97 Wis. 137; Lee v. Percival, 85 Ia. 639; Loudermilk v. Loudermilk, 98 Ga. 780.
"Equity will relieve against a mistake, either of law or of fact, where it is produced by misleading statements or misrepresentations of the other party to the contract." Lott v. Kaiser, 61 Tex. 665; Bales v. Hunt, 77 Ind. 355-360; Snell v. Ins. Co., 98 U.S. 85.
"A mistake of law as to a contract, caused by fraud, imposition, or misrepresentation, may be relieved against in equity." Kyle v. Bebley, 81 Wis. 67; Bush v. Merriman, 87 Mich. 260.
"If one party to a contract is mistaken, either as to law or fact, and the other, with knowledge, contracts with him equity will relieve upon the ground of fraud." State v. Paup, 13 Ark....
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