Metropolitan Lumber Co. v. Lake Superior Ship-Canal Ry. & Iron Co.

• Decision Date: 25 September 1894
• Parties: METROPOLITAN LUMBER CO. v. LAKE SUPERIOR SHIP-CANAL RAILWAY & IRON CO. ET AL.
• Court: Michigan Supreme Court

60 N.W. 278

101 Mich. 577

METROPOLITAN LUMBER CO. v. LAKE SUPERIOR SHIP-CANAL RAILWAY & IRON CO. ET AL.

Supreme Court of Michigan

September 25, 1894

Appeal from circuit court, Iron county, in chancery; John W. Stone Judge.

Bill by the Metropolitan Lumber Company against the Lake Superior Ship-Canal, Railway & Iron Company and others. From a decree for complainant, defendants appeal. Affirmed.

Ball &amp Ball, for appellants.

Mead & Jennings (E. E. Osborn, of counsel), for appellee.

HOOKER J.

Complainant's bill is filed to correct a contract for the purchase of timber, by adding to it the description of certain lands which is claimed to have been omitted by mistake. The negotiations took place in Chicago, between the presidents of the corporations, complainant and defendant. The contract conveying the timber was subsequently prepared by defendants' counsel in Michigan, and was afterwards signed by the respective parties. Upon discovering the omission, which discovery was made some time after the contract was signed by complainant's president defendants were asked to correct the mistake, but declined to do so without suit. Some time afterwards this suit was instituted. The learned circuit judge who heard the cause filed a written opinion, in which he quotes the testimony at length, which, we think, is as fair a review of the case as could be made. We agree with him that the evidence shows that the parties who negotiated the deal, both understood that the "Perch Lake Group" of lands was included in the purchase. It appears to have been omitted because defendants' president, Mr. Davis, did not specifically mention it in his telegram of instructions,-if it can be called such,-which he sent to Mr. Longyear, who was agent for the defendants at Marquette, from whom the attorney received the information upon which he prepared the contract. The telegram read as follows, viz.: "Chicago June 6th, 188-. J. M. Longyear: Have sold to Atkinson all groups under refusal to him; also the Felch group. [Signed] Theo. M. Davis." It appears that complainant had written options on all the land covered by the negotiations, except the Felch group and the Perch lake group. The latter, not being mentioned in the telegram, was omitted. All of the winesses who were present at the Chicago interview agree that this group was talked about, and specifically mentioned as one of the tracts to be included. Davis himself concedes this, but claims that he was figuring upon the basis of the amount of timber upon the groups, for which the complainant had written options, and that he supposed the Perch lake group was one of these. He admitted, however, that he consented to take $500,000 for the timber, exclusive of the Perch lake group, and that he asked $250,000 for that. As these sums aggregate $750,000,-the exact amount paid,-there seems little doubt of the justice of complainant's claim. We are satisfied that the complainant is justly entitled to relief.

It remains to inquire whether there is any legal obstacle to granting it. It is opposed upon several grounds, viz.: (1) The mistake was not mutual. (2) The mistake on part of complainant was committed through gross negligence, and equity will not relieve in such cases. (3) Delay in attempting to enforce complainant's claim, and going on to carry out the contract after refusal by the defendants to correct the contract, until it was impossible to put the parties in statu quo, constitutes a waiver of complainant's claim. (4) The addition of more land to the description, upon evidence of a parol contract, is contrary to the statute of frauds. We are satisfied that the omission was the result of the mistake of defendant's president in sending the telegram, supposing it to be full enough to cover the Perch lake group. There is no reason to believe that he intentionally caused this omission. We cannot accede to the proposition that complainant's president was so negligent in executing the contract without discovering the omission as to deprive the complainant of property worth $250,000. He had no reason to anticipate an attempt to cheat his company, and therefore had no occasion to be more than ordinarily careful. He was dealing with a concern whose business was methodically conducted, and he knew that it was in possession of accurate descriptions. The contract was drawn by a reputable and able lawyer. To hold that he was negligent would be to say that acceptance of a deed or writing without a comparison and verification of descriptions in such negligence as to preclude relief against mistake, no matter how serious the consequences. Atkinson died before these proceedings were commenced and we have not the light that his testimony might...