Magoffin v. Holt

• Decision Date: 10 February 1863
• Citation: 62 Ky. 95
• Parties: Magoffin vs. Holt.
• Court: Kentucky Court of Appeals

62 Ky. 95

Magoffin vs. Holt.

Court of Appeals of Kentucky.

February 10, 1863.

APPEAL FROM THE FAYETTE CIRCUIT COURT.

HUNT & BECK, and M. C. JOHNSON, for appellant.

BUCKNER & DUDLEY, and G. B. KINKEAD, for appellee.

CHIEF JUSTICE DUVALL DELIVERED THE OPINION OF THE COURT:

On the 7th of April, 1857, Magoffin sold to Holt an interest in certain lands in the town of "La Crescent," Minnesota — the contract of sale containing this stipulation:

"That if, at the expiration of three years from the date hereof, the said Holt shall desire to sell the said interests herein described and conveyed, then the said Magoffin, for the consideration aforesaid, upon request made of him by said Holt, will purchase of him the said interests at the price of $3,500, with interest thereon from this date."

The three years expired on the 7th of April, 1860. Holt failed to request Magoffin to purchase the property until the 2d of May following, when he made the request by letter of that date. Some correspondence ensued between the parties, resulting in the positive refusal of Magoffin to make the purchase. In July following, Holt brought this action to enforce a specific execution of the contract. The circuit court granted that relief, and Magoffin has appealed.

The single question presented by the record is, whether, by the terms of the contract, Holt was required to make the request on the day the three years expired, or whether his having done so within a reasonable time afterwards was just as effectual to bind Magoffin.

For the appellee, it is insisted — first, that the words "at the expiration of three years," do not necessarily imply the intention that the request should be made on the day of their expiration, in order to a literal compliance with the contract; and, secondly, that, however this may be, time is not to be considered an essential ingredient of the contract, and that upon both or either of these grounds the judgment complained of is right.

1. It may be admitted, as argued, that the word "at" is not invariably used to denote a fixed and definite time or place, and that it is sometimes so used as to mean "about," or "near to," the time or place stated. "At the house" may, and often does, mean about or near the house; but in the case of a note or bill payable at the Northern Bank of Kentucky, at the expiration of sixty days from date, it would hardly be argued, on the authority of Webster or Worcester, that the legal requirements of the contract would be satisfied by a demand of payment anywhere about or near to the bank, or near to or within a reasonable time after the expiration of the period of sixty days. In the construction of a will giving a legatee the right of election to be exercised at the death of the testator it would undoubtedly be held that the right might be exercised within a reasonable time after the event, because the more rigid interpretation of the words would be obviously inconsistent with the intention of the testator, and would necessarily and inevitably defeat the exercise of such right. There is no such reason for applying the same rule of construction to the present case. Magoffin was, by the agreement, to become liable, at the expiration of a fixed period, for the payment of $3,500, upon a single condition. That condition was to be performed, not by a stranger, but by Holt himself, and consisted simply in his requesting Magoffin to purchase the property. From the very nature of the agreement, then, and of the acts to be performed by the parties respectively, the natural inference would be that they intended to fix, certainly and definitely, the time of performance. This, we think, was done by the employment of terms as appropriate, and as expressive of such intention, as any that could have been selected. "At the expiration of three years" means, and was intended to mean, the day on which the period of three years expired. The meaning is as clear, we think, as it would be in the case of an ordinary promissory note for the payment of a sum of money at the expiration of three years from date.

2. Such being the proper legal construction of this contract, it is evident that as Holt failed, for nearly a month after the day stipulated, to make the request provided for, he had lost his legal right of action to enforce the contract. And it remains to inquire whether he is entitled to relief in a court of equity, on the ground that time is not to be considered as of the essence of the contract.

The general doctrine that courts of equity will not, ordinarily, regard time as of the essence of a contract for the sale of land, but will specifically enforce it, even though the plaintiff may have failed to pay the money or convey the title on the day stipulated, has been repeatedly recognized and acted on by this court. (3 Mon., 321; 6 Mon., 366; 7 Mon., 656.) These, and other decisions relied on by counsel for the appellee, were all ca...