Mansfield v. Wiles

• Citation: 221 Mass. 75,108 N.E. 901
• Parties: MANSFIELD v. WILES et al.
• Decision Date: 21 May 1915
• Court: United States State Supreme Judicial Court of Massachusetts

221 Mass. 75

108 N.E. 901

MANSFIELD v. WILES et al.

Supreme Judicial Court of Massachusetts, Suffolk.

May 21, 1915

COUNSEL

Jos H. Beale and Arthur M. Beale, both of Boston, for appellant.

Elbridge R. Anderson, of Boston, for appellees.

OPINION

LORING J.

On November 7, 1912, the defendant Wiles wrote to the plaintiff that he would buy his 'place' in Hingham for $14,500 if he would assist him in placing a mortgage on it for the sum of $7,500. We shall hereafter speak of the defendant. Wiles as the defendant. This offer was accepted by the plaintiff, and within a few days he arranged for such a mortgage on the premises. Under that arrangement the defendant signed an application for a mortgage on November 12, 1912.

The plaintiff did not own his 'place' in Hingham, but had been in occupation of it since December, 1902, under a lease containing an option of purchase which expired on December 1 1912. The lease and the option covered not only the tract of land here in question (some 15 acres in extent), but another tract of some 3 or 4 acres on the other side of East street. No time was specified in the agreement when the papers were to be passed. The defendant refused to accept the certificate of the mortgagee's conveyancer as to title and insisted upon the title being passed by John D Drum, Esq. It would seem that the plaintiff, having a right to a good title from those who had succeeded to the title of his lessors, and being bound to give to the defendant a good title, put the defendant's conveyancer, Mr. Drum, in communication with H. F. Atwood, Esq., who was acting for the successors of the lessors, and left the matter of title to be adjusted between them.

The original lessors were William P. Beale and John C. Beale. Both were nonresidents and both died after the date of the lease and before the agreement between the plaintiff and defendant. Mr. Drum found that John C. Beale died testate, a citizen of New York; that his will had been duly admitted to probate there, but that no ancillary allowance had been made in this commonwealth. He notified Mr. Atwood of the fact and asked to have the will allowed in this commonwealth. Mr. Atwood got the necessary papers from New York, and on December 11, 1912, filed a petition for ancillary allowance of the will here. The citation on this petition was returnable on January 27, 1913. During November the option had been extended by the successors of the lessors until January 10th, and just before January 10th it was again extended until February 3d. On January 27th, the return day of the petition for allowance of John C. Beale's will in Massachusetts, Mr. Atwood found that he had omitted to ask that the executor be exempt from giving sureties on his bond, and told Mr. Drum that he proposed to file an amended petition to avoid the executor's having to give sureties on his bond. To this Mr. Drum made no objection. At the same time Mr. Drum insisted that a license should be secured from the probate court for the sale of the land here in question in order to clear the land from the debts of John C. Beale, and to that Mr. Atwood made no objection. There was a conflict in the testimony as to the time when this last requisition was made by Mr. Drum. Mr. Atwood testified that it was not made until the very end of January. Mr. Drum, on the contrary, testified that it was not made much earlier.

The plaintiff seems to have let the defendant know that he looked to the money coming to him under the contract between him and the defendant to enable him to pay the successors of the lessors the money due them under the option. The defendant had difficulty in raising the balance of the purchase money over and above the $7,500 mortgage (which the plaintiff had arranged for in the interest of the defendant) and wrote the plaintiff's attorney to that effect several times during the months of December and January. On December 24th, when the time fixed for the expiration of the option was January 10th, he wrote to the plaintiff's attorney that within the last two days before the date of the letter he had found that he would not be able to raise the money in time for the passing of the papers on January 10th. He ended that letter with the statement that he was just as anxious to purchase as formerly, 'except that the delay has worked out so that I will have to wait until about March 1st before I can secure the money.' In answer the plaintiff's attorney wrote that the plaintiff doubted whether he could secure a further extension of his option. He ended his letter in these words:

'As Mr. Mansfield has been looking entirely to you to raise the money and has no other means of raising it on such short notice, I hope you can advise me at once that you will be able to carry out your part of the agreement.'

As we have already stated, the option was extended later on until February 3d. On January 13th the defendant wrote to the plaintiff's attorney that he had just heard from the West and that he would not be able to give a definite answer until Thursday of that week as to his being ready with the money on February 3d. Thursday of that week was January 16th. In answer the plaintiff's attorney wrote to the defendant that the plaintiff had been relying upon him, the defendant, 'entirely' for the money which he had to pay under his option; that 'next Thursday is rather late for him to start raising the money,' and he hoped 'the defendant would give him a definite answer at that time.' On Thursday, January 16th, the defendant wrote that his securities were not known on this market, but in Philadelphia and Indianapolis only. He then stated that he had 'not been able to do anything with it here'; and he offered to let the plaintiff use the securities (which he [the defendant] had been unable 'to do anything with') in raising the money which he (the plaintiff) had to pay to meet his option over and above the $7,500 raised by mortgage. On January 22d, the plaintiff's attorney wrote to the defendant that the plaintiff had arranged to raise the necessary money with the defendant's securities. But the defendant never sent his securities to the plaintiff; indeed he never sent an answer to this letter of the plaintiff's attorney dated January 22d. In place of carrying out the arrangement which the plaintiff had made at his solicitation, the defendant procured from his father-in-law at Indianapolis a check for $7,000. It is called in the evidence a cashier's check, but from the description of it would seem to have been a certified check. With this check he called upon the plaintiff's attorney on the 1st of February and told him that he had raised the money and asked if the papers were to go through on February 3d, the day then fixed for passing the papers. The plaintiff's attorney told him that owing to certain proceedings which had been taken in the probate court the papers could not be passed on that day. In a letter dated February 8th (which was Sunday), received by the plaintiff's attorney on February 10th, the defendant notified the plaintiff's attorney that he had been told by Mr. Atwood that the title could not go through until the 10th of March, that he had lost patience with the whole affair, and that he wrote 'to say that all negotiations were off.' Upon receiving this letter the plaintiff's attorney took up the matter of adjusting the title which therefore, by common consent, had been left to Mr. Atwood and Mr. Drum; and on February 24th the will of John C. Beale was allowed by the probate court, sureties were given on a bond in a substantial sum, and 'a petition for license to sell the real estate [was] filed and granted.' Thereupon the lessors' successors conveyed to the plaintiff all the land covered by the option, and the executors appointed in Massachusetts of the wills of William P. Beale and John C. Beale made confirmatory releases to him. On March 3d the plaintiff tendered to the defendant a deed conveying the land here in question to him. This tender the defendant refused to accept, and this bill for specific performance was brought on April 16, 1913.

Between March 3d, when the plaintiff tendered to the defendant the conveyance of his 'place' in Hingham, and April 16th, when the present bill in equity was filed, an agreement was entered into between the plaintiff and the defendant which resulted in all the land covered by the option being conveyed to the wife of the defendant Wiles heretofore spoken of as the defendant. It is apparent that this subsequent agreement was in the nature of a compromise. It has been so treated in effect by both parties, in that no reference has been made to it by either party in support of their respective contentions in this suit.

The judge who heard the case made two findings of fact. The first is in these words:

'I find that as no time was fixed by the memorandum within which the contract was to be performed, that February 3, 1913, mutually agreed upon as the date for carrying out the agreement, that the time between the making of the contract for the purchase of the property and February 3, 1913, was a reasonable time and that the defendant was not bound to perform or carry out his agreement after that date. I find that plaintiff tendered a deed to the defendant of the real estate on March 3, 1913. I further find that on that date, moreover, that a reasonable time had elapsed for the performance of the contract and the defendant was not bound to accept said deed and carry out said contract.'

The second finding is as follows:

'I find that the taking of this strip off the front yard, under all the circumstances made a substantial difference in the premises intended by the parties to be conveyed, and I therefore find that there was a mutual mistake of...