Martin v. Albee
| Decision Date | 26 April 1927 |
| Citation | 93 Fla. 941,113 So. 415 |
| Parties | MARTIN v. ALBEE et al. |
| Court | Florida Supreme Court |
Rehearing Denied June 13, 1927.
Suit by Thomas R. Martin against Fred H. Albee and another copartners trading as Albee & Nash. From an order sustaining a demurrer to complainant's bill and dismissing the bill he appeals.
Reversed.
Syllabus by the Court
Specific performance is, in chancellor's discretion, controlled by rules of law. The relief prayed for in a suit for specific performance of a contract for the sale of land is largely within the discretion of the chancellor to grant. It is not a matter of right, but is subject to the circumstances of the transaction, which may or may not move the conscience of the chancellor, who in his decrees and orders is controlled by rules of law which constitute his guide.
If contract to sell land is mutual for fair and reasonable consideration and damages are not sufficient compensation plaintiff performing should have specific performance. If the contract for the sale of land is mutual, supported by a consideration, fair and reasonable in all its terms, and the vendee may not be amply compensated by damages at law for a breach of the agreement, the complainant should not be denied relief if he has complied with the agreements on his part to be performed.
Requiring of tendering purchase money for land does not always mean tender of money strictly valid at law; present readiness, willingness, and ability in good faith to perform land sale contract, if other party would concurrently do necessary things, and notice thereof, is sufficient tender as basis for specific performance. The requirement of a tender of purchase-money in a contract for the sale of lands does not in all cases mean a tender of money strictly valid at law, but a present readiness, willingness, and ability in good faith to perform the acts required, provided the other party will concurrently do the things which he is required by the contract to do, and notice by the former to the latter of such readiness, willingness, and ability to perform.
Bill for specific performance of land sale contract, alleging complainant's offer to perform held sufficient. A bill for the specific enforcement of a contract for the sale of land is good against a general demurrer for want of equity, which alleges that the vendee, before the date fixed upon in the agreement for the acceptance of the option, accepted the proposition in writing and offered to do and perform all things required of him to be performed, and that he was ready, willing, and able to do so, and notified the seller of his willingness, ability, and readiness to perform the agreement, and that the obligations of the parties to the agreement were concurrent; that is, the payment of the money by the purchaser and the delivery of the deed by the seller were to be concurrent acts.
Appeal from Circuit Court, Sarasota County; W. T. Harrison, judge.
Burket & Fish and Harold H. Flower, both of Sarasota, for appellant.
Perry, Williams & Williford, of Sarasota, for appellees.
This is an appeal from an order sustaining a demurrer to a bill in chancery for specific performance of a contract for the sale of land. The facts are sufficiently stated in the opinion.
It was alleged that Albee and Nash are copartners, engaged in the business of buying, selling, leasing, and otherwise dealing in real estate. The complainant had an option to purchase from Albee and Nash certain property for the sum of $65,000. The agreement, which covered other matters, ran from its date, March 16, 1922, to January 1, 1925. It contained a clause that Martin should receive a commission of 5 per cent, on all property sold in the Albee & Nash subdivision. The bill alleges that Martin went into possession of the property upon which he subsequently acquired the option in January, 1922; that about September 10, 1924, he decided to 'exercise the option contained in the memorandum agreement.' He did so by telegraphing Mr. Albee that he exercised his option to purchase and by letter confirming the telegram. The telegram requested delivery of 'abstract to date, together with executed deed under instructions,' to the bank.
It is alleged that the property was partnership property, and was held and dealt with by Albee & Nash as such; that, after September 10th and before January 1, 1925, the complainant met Nash and orally notified him that he (Martin) had exercised his option to purchase, and that he was ready, willing, and able to carry out the agreement; that at all times since September 10, 1924, the complainant has been ready, willing, and able to carry out the option agreement and at various times has made demand upon the defendants that they carry out that part of the agreement by them to be performed, but they have failed and refused to do so; that at each demand the complainant 'tendered full performance upon his part except as those times when it was apparent from the terms of the refusal of the defendants that further tender of performance on his part was a useless and an idle ceremony.' The complainant offered to pay into court the money he was to have paid for the property.
It is alleged that the defendants have made a contract for the transfer of the property to Alfred Waldron. The bill prayed for an injunction to restrain the defendants from commencing and maintaining any actions against the complainant on account of his possession of the property which he held under the contract of sale, for specific performance, and an accounting from defendants of all commissions due under the agreement. The demurrer was general as to each of the grounds set forth as a basis of relief.
It was contended that the allegations were insufficient to support specific performance or an accounting or an injunction.
As to the accounting, we think the allegations of the bill are insufficient, but we do not agree with the chancellor as to his conclusions upon the right to a specific performance of the agreement and an injunction to restrain the defendants from annoying the complainant by litigation in relation to the property they agreed to sell to him. That the complainant's right to the felief prayed should be made to depend upon the presence in the bill of a direct, positive, affirmative allegation that the purchase price of the property, $65,000, was tendered to the defendants in specie or currency, legal tender of the United States, prior to the 1st day of January, 1925, would seem to strip the court of chancery of the discretionary powers it exercises in these cases and restrict the equitable remedy within as narrow and unyielding limitations as could be imposed by an inflexible rule of law.
The relief prayed for in a suit for specific performance is largely within the discretion of the chancellor. It is not a matter of right solely, but it is subject to the circumstances of the transaction which may or may not move the conscience of the chancellor, which in all his decrees and orders must be colored or tempered by the rules of...
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