Newcomb v. Ray, 4415

• Decision Date: 22 June 1955
• Docket Number: No. 4415,4415
• Citation: 99 N.H. 463,114 A.2d 882
• Parties: Ida B. NEWCOMB et al. v. James H. RAY et al.
• Court: New Hampshire Supreme Court

Page 882

114 A.2d 882

99 N.H. 463

Ida B. NEWCOMB et al. v. James H. RAY et al.

No. 4415.

Supreme Court of New Hampshire.

Argued June 8, 1955.

Decided June 22, 1955.

Howard B. Lane, Keene, for plaintiffs.

Wiggin, Nourie, Sundeen, Nassikas & Pingree, J. Walker Wiggin, Manchester, for defendants.

GOODNOW, Justice.

On April 8, 1950, the parties entered into a written agreement by the terms of which the defendants agreed to sell and the plaintiffs agreed to buy certain real and personal property in Bedford known as the Bedford Cabins at a total price of $33,000. On the same date the plaintiffs paid the sum of $3,300 towards the purchase price and agreed 'to pay the balance in the amount of $29,700 upon taking possession of the aforementioned property which will be on or about June 1, 1950'. It was also 'mutually agreed that in the event that the buyers are unable to sell their property located in Brattleboro, Vermont, by June 1, 1950, that the sellers agree that upon the payment of $6,700, making a total down payment of $10,000, that the sellers will give to the buyers an extension of time to enable the buyers to complete the sale of their Vermont property'. On May 23, 1950, the Vermont property being unsold, the plaintiffs paid to the defendants the additional $6,700 stipulated in the agreement. On October 18, 1950, the defendants informed plaintiffs' attorney by letter: '[We are] unable to continue indefinitely and * * * [we] must have a definite word from Mrs. Newcomb not later than November 1, 1950. [We] would not like to see Mrs. Newcomb forfeit the money that she has paid down but [we] cannot guarantee that she will receive a rebate in any amount after the above mentioned date'. To this letter, the defendants received no reply and on November 10, 1950, the sold the property in question to third parties for $26,000, a price which the Trial Court found to be the reasonable value of the property at that time. The defendants at all times remained in possession of the property. The Trial Court found 'that Ida Newcomb used every reasonable effort to sell her Vermont property and complete her obligations under the contract'. It also found 'however, that the plaintiffs delayed more than a reasonable time in completing the purchase of the property' and that the loss and damage thereby caused to the defendants amounted to $2,000. A verdict for the plaintiffs in the sum of $8,000 was returned.

The extension clause in this contract provides that upon payment of an additional $6,700 by the buyers, 'the sellers will give to the buyers an extension of time to enable the buyers to complete the sale of their Vermont property.' The construction to be placed upon this clause presents a question of 'what the parties meant by the words which they employed. What intention did they express?' Berke Moore Co. v. Phoenix Bridge Co., 98 N.H. 261, 265, 266, 98 A.2d 150, 153. In the first instance this intention was a matter to be determined by the Trial Court in the light of "'all the evidentiary facts and circumstances' bearing thereon", Barnard v. Old Colony Insurance Co., 88 N.H. 292, 293, 188 A. 465, 466, subject to review by this court. Pettee v. Omega Chapter, 86 N.H. 419, 424, 170 A. 1, 171 A. 441.

By its findings and rulings, the Trial Court in effect found that the parties intended by this clause to allow to the plaintiffs a reasonable period of time beyond June first in which to complete the purchase from the defendants. The sale of the Vermont property by the plaintiffs was treated as the reason for the extension and not as the event which should be determinative of the period during which the extension should exist. No time being fixed for them to dispose of the Vermont property and complete their contract with the defendants, the plaintiffs were entitled to a reasonable time in which to do so. White v. Poole, 73 N.H. 403, 404, 62 A. 494. With this interpretation we are in agreement. Construing the clause, as the plaintiffs urge, to provide that the period beyond June first should include whatever time was required 'to enable the buyers to complete the sale of their Vermont property', limited only by the continued reasonable efforts of the plaintiffs to do so, would impute to the defendants an intention to retain the property for whatever number of months or years the plaintiffs might require to complete that sale. 'The inconvenience, hardship, or absurdity which one construction would lead to is often strong evidence in favor of another or different construction involving no objections of that character'. Kendall v. Green, 67 N.H. 557, 563, 42 A. 178, 180.

"Reasonable time is not an inflexible term. It depends commonly upon the circumstances of each case." Hazelton v. First Nat. Stores, 88 N.H. 409, 414, 190 A. 280, 283. It is a question of fact to be determined by the trier of facts. Neither the necessity for the plaintiffs to sell their Vermont property in order to finance the purchase from the defendants nor the reasonableness of their efforts to do so were the sole controlling factors to be considered by the Trial Court in determining whether they were allowed a reasonable time after June first in which to complete their purchase from the defendants. They were simply two of 'the circumstances of the transaction' upon which the reasonableness of the time afforded to the plaintiffs was to be determined. Pickering v. Pickering, 38 N.H. 400, 408. Other circumstances for the court's consideration were the general purpose and intention of the parties to the transaction, the nature of the property involved and the limited season for its business use and sale. The finding that 'the plaintiffs delayed more than a reasonable time in completing the purchase of the property', while not compelled by the evidence, is not without foundation. The Trial Court's determination must be sustained.

The exceptions of the plaintiffs are overruled.

The failure of the plaintiffs to complete the purchase of the defendants' property within a reasonable time after June first was a breach of their contract. The fact that they made every reasonable effort to sell the Vermont property and did not willfully delay the transaction does not justify or excuse them. They might have provided against it by their contract. Lavigne v. Lavigne, 87 N.H. 223, 226, 176 A. 282.

The...