Morris v. Hoyt

• Decision Date: 13 November 1862
• Citation: 11 Mich. 9
• Court: Michigan Supreme Court
• Parties: James H. Morris v. Alfred M. Hoyt and others

11 Mich. 9

James H. Morris v. Alfred M. Hoyt and others

Supreme Court of Michigan

November 13, 1862

Heard July 17, 1862; July 18, 1862 [Syllabus Material] [Syllabus Material] [Syllabus Material] [Syllabus Material] [Syllabus Material] [Syllabus Material]

Appeal in Chancery from Saginaw Circuit.

Bill for specific performance. It sets forth, that on the 24th of February, 1854, Alfred M. Hoyt, being then the owner in fee of lots four to thirteen inclusive, in block three of the village of East Saginaw, by his agreement in writing, contracted to sell said lots to complainant for $ 3,000, to be paid as follows: $ 100 at the date of the contract (which was duly paid), $ 725 August 1, 1854, $ 725 August 1, 1855, $ 725 August 1, 1856, and $ 725 August 1, 1857, with interest on all unpaid sums at the time of each payment; and that complainant agreed to purchase said lands, and pay as aforesaid. The agreement is set forth, and it appears that the contract of said Alfred M. Hoyt was to convey "upon the perfect and complete performance of the covenants and agreements" of complainant; that said complainant, in addition to the payments mentioned, bound himself to "improve said property," but the agreement did not state how, or to what extent; that complainant was "to pay all taxes and assessments, of whatever name, nature or description, that may in any manner be assessed, levied or charged" upon said lands after the date of said agreement; and it was further agreed that, in case of the non-fulfillment by complainant of all and singular the covenants and agreements on his part, at the times or time above specified, the said Hoyt might re-enter and take possession of said real estate, and all right and interest of complainant, under said agreement, should cease and be null and void, and all payments which should have been made, and all buildings or other improvements that should have been placed upon the premises by complainant prior to any default, should be retained by said Hoyt, as liquidated damages for the non-performance of the contract.

The bill states that, in addition to the $ 100 paid at the date of the contract, complainant paid the installment which fell due August 1, 1854; that he failed to make the payments which fell due August 1, 1855 and August 1, 1856, but that said Hoyt never intimated to him that he should consider said contract forfeited on account of such failure, and that on the first day of August, 1857, when the last payment became due, he tendered payment of all the money then due on the contract, and demanded a deed of the lands, but that the payment was declined and the deed refused; that said Jesse Hoyt was in some way or manner interested with said Alfred M. in the sale of said lands, but that the legal title, for the convenience of parties, was in said Alfred M. Hoyt; that some change has been made in the business relations of said Hoyts, of the particulars of which complainant is not informed, and that said parcels of land have been conveyed by said Alfred M. to said Jesse Hoyt, but with full notice of the rights of complainant. The bill alleges that, since the date of the contract, complainant has "in all things done and performed what was by him to be done and performed according to the terms of the contract," except as therein before stated; that neither of said Hoyts has ever tendered or offered to complainant a deed for said lands; that said lands are now (May, 1858) unoccupied; claims that complainant is entitled to a deed on payment of the balance due on the contract, which payment he offers to make, and in all things to perform the contract on his part; calls for an answer without oath, and prays that said Hoyts may be decreed specifically to perform the agreement, and to convey the lands, etc. This bill, before answer, was amended by making Curtis Emerson a party defendant, charging that he claims some interest in said lands adverse to complainant, by virtue of a pretended purchase from Jesse Hoyt, but charges that the interest of Emerson was acquired with a full knowledge of the rights of complainant.

The bill was taken as confessed as against Emerson.

The defendants Hoyts answer, admitting the contract as set out in the bill, and the payment of the $ 100 at date of the contract, and of the installment due August 1st, 1854, but allege that complainant failed to improve the land, and also failed to pay the taxes assessed on the lands, after the date of the contract, and that defendants, or one of them, have been compelled to pay large sums for said taxes; that after the default of complainant, about the first day of October, 1855, defendants again took possession of all said lots, and have ever since had the same in their possession, and that complainant has not since put forth any claims to the same, till the filing of the bill. They deny that a tender was ever made of the sum due by the contract as alleged in the bill; insist that time is made of the essence of the contract by its terms, and that by the failure to pay the installments and taxes and to improve the lots, complainant has released all claim or rights to the lands, and that defendants had a right to re-enter, take possession and hold said lots as if no such contract had existed.

A replication was filed to this answer, and the case was heard in the court below upon the pleadings and the pro confesso of Emerson, and the court below decreed a specific performance, and made a reference to a notary public (the Circuit Court Commissioner being one of the solicitors in the case) to ascertain which of said defendants "now holds the legal title to the premises," and whether a good title can be made thereto, and also to ascertain the amount due from complainant on the contract, the court reserving the consideration of all further directions, and of the costs, until the making of the report. The notary reported that defendant Alfred M. Hoyt "now holds the" title, and can make a good title, and that there was due on said contract, from complainant, for principal and simple interest thereon from February, 1854, to date of report, $ 3,262.74, and the further sum of $ 237.90 for interest on the annual installments of interest from the time when they were respectively payable to the date of the report, and the further sum of $ 247.50 for the taxes paid by defendants Hoyts for the years 1854, 1856, 1857, 1858, 1859 and 1860; and the evidence showing the payment of the taxes is returned with the report.

Exception was taken to the report on the ground that the sum of $ 232.90 had been thereby allowed for interest on the several installments of interest from the time when such installments of interest respectively became due; and this exception was allowed by the court, and the interest upon the interest disallowed; but said report in all other respects confirmed, and a final decree entered that complainant pay to defendant Alfred M. Hoyt, within ninety days, the sum of $ 3,510.24, being the amount of the installments due on the contract, with simple interest, and the taxes paid and interest thereon, and that defendant Alfred M. Hoyt, upon such payment, convey to complainant, etc., and that neither party recover costs against the other. From this decree an appeal was taken by the defendants Hoyts.

Appellants entitled to their costs on the appeal.

Moore & Gaylord and T. M. Cooley, for complainant:

1. The answer without oath is but a pleading, and having been replied to, as evidence has no greater effect; its admissions are indeed evidence for complainant, but no matters therein stated by way of avoidance, or affirmative allegations, are evidence for any purpose whatever: Wal. Ch., 94; Ibid., 267; 14 Johns. 73; 4 Paige 33; Ibid., 507; 2 Mich. 237.

2. Courts of equity do not treat time as of the essence of a contract for the payment of money upon an agreement for the sale and conveyance of lands, though it is frequently held otherwise on an agreement for the sale of chattels: 11 Paige 363; 9 Johns. 466; 8 Mich. 463; 5 Wis. 206; 6 Wheat. 633; 3 Bibb. 366; 2 Sch. & Lef., 684; Story Eq. Juris §§ 775, 776; 2 Lead. Cas. in Eq., 75 to 79; Willard Eq., 279. And a stipulation that a failure to pay an installment when due shall forfeit the contract, will not have the effect to make time essential, for this is but the legal result of the contract without such stipulation: 11 Paige 363.

Undoubtedly the parties have the right to make time of the essence of the contract. In many cases it is really so, whether declared or not. Where the subject matter of the contract--the object and purpose of it--are such that performance at the time will alone effectuate that object and purpose, and a failure to do so can not be compensated, no court could be expected to look in the contract for words expressly declaring time to be of its essence. That is already apparent, and needs no such declaration. But agreements for the mere payment of money are not often of this character. The payment of the money, as an increase to a man's means, is their purpose and object. The law has a definite standard of damages for any delay of this kind. It has fixed that standard in express reference to such delays. As a rule, time is not of the essence of these contracts, and where it is not so in fact, a declaration in the contract that it shall be, will not make it so.

The neglect to pay the money after it comes due must be gross neglect, or equity will grant relief. Whether it is gross or not depends entirely on the circumstances. It is gross if it operates unjustly; it is not gross if, under the circumstances, no one is harmed by it. That neglect is gross which has continued till the relative position of the parties has so changed that the contract if made now would not be an...