Old Colony Trust Co. v. Chauncey

• Decision Date: 01 April 1913
• Citation: 214 Mass. 271,101 N.E. 423
• Parties: OLD COLONY TRUST CO. v. CHAUNCEY et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

214 Mass. 271

101 N.E. 423

OLD COLONY TRUST CO. v. CHAUNCEY et al.

Supreme Judicial Court of Massachusetts, Suffolk.

April 1, 1913

COUNSEL

Tyler & Young B. E. Eames, and P. D. Turner, all of Boston, for appellant.

Stephen S. Fitz Gerald, of Boston, for respondent Elizabeth P. Fitz Gerald.

Richard Stone and Robert B. Stone, both of Boston, for other respondents.

OPINION

RUGG C.J.

This is a bill in equity to enforce the rights alleged to be secured to the plaintiff under a written agreement. The plaintiff is averred to be the assignee of a contract between one Charles W. Whittier and the defendants, for the sale by them to him of certain real estate. The contract, wherein the defendants are described as the 'vendor,' and Whittier (to whose rights the plaintiff has succeeded) as the 'vendee,' contained this clause: 'If the vendor shall be unable to give title or to make conveyance as above stipulated, any payment made under this agreement shall be refunded and all other obligations of either party hereto shall cease and this agreement shall be void without recourse to either party, but the acceptance of a deed and possession by the vendee or any person in the vendee's behalf shall be deemed a full performance and discharge thereof. If the vendee shall fail to fulfill his part of this agreement, any payment so made shall be forfeited and become the property of the vendor.' The contract provided also that the premises were to be conveyed 'by a good and sufficient deed or deeds * * * conveying a good and clear title thereto free from all incumbrances' except a certain lease. The bill further avers that there is a defect in the title of the defendants in one-sixth undivided interest in the premises arising out of the execution of a power under a will upon which title to a part of the estate depends, that the parties claiming said one-sixth undivided interest are willing to release to the defendants, but not to the plaintiff, all their interest for a specified sum, that the plaintiff is ready to accept conveyance of the land provided the defendants will purchase the rights averred to exist in other persons, and that it is also ready to accept conveyance with suitable deduction for the alleged cloud upon the title. The prayers are for conveyance with such deduction and for other relief. The defendants demur for want of equity, and because the provisions of the contract are inconsistent with the maintenance of the bill and the relief sought.

The case stated by the bill is not that of a tender by the plaintiff and offer to complete the purchase and refusal to convey by the defendants. The plaintiff by its allegations has not put itself in position to secure conveyance, if the title of the defendants is good. Its bill is based upon the theory that the defendants have not a perfect title, and hence cannot perform their part of the contract.

The rights of the plaintiff depend wholly upon the interpretation of the contract. It must be read as a whole, and all its language given a reasonable effect. It is not an...