Otis v. Payne

• Decision Date: 28 May 1888
• Citation: 8 S.W. 848,86 Tenn. 663
• Parties: OTIS v. PAYNE et al.
• Court: Tennessee Supreme Court

8 S.W. 848

86 Tenn. 663

OTIS v. PAYNE et al.

Supreme Court of Tennessee.

May 28, 1888

Appeal from chancery court, Shelby county; H. T. ELLETT, Chancellor.

Bill in chancery by A. Walker Otis against Benjamin M. Payne to compel the specific performance of a contract to convey real estate. W. B. Bates, coming in by petition, claimed the land under purchase from Payne, and was made a party defendant. From a decree granting the relief prayed for both defendants appealed.

Craft & Craft, Frayser & Scruggs, and F. T. Edmonson, for appellant Payne. M. B. Trezevant, for appellee.

CALDWELL J.

This is a bill by the vendee against the vendor to compel the specific performance of an alleged contract for the sale and purchase of a small, five-acre tract of land. Defendant denies that he ever made a contract, in writing or otherwise to sell the land to complainant. The chancellor granted the relief sought in the bill, and from his decree the defendant has appealed. The facts of the case are few and brief. Payne the defendant, was a citizen of South Abington, Mass. He owned the land in question, and desired to sell it. It was situated near Memphis, Tenn. Otis, the complainant, lived at Memphis, and knew the land and its ownership. On the 18th of March, 1887, he wrote to Payne, stating that he desired to purchase the land, and asking Payne to give him the lowest price he would take for it, "payable one-third cash one-third in one year, and one-third in two years, with interest at six per cent. per year." Three days later, on the 21st of March, Payne acknowledged the receipt of this letter, and, in reply, wrote Otis that he would sell the land for $2,500, on the terms mentioned by Otis. In due course of mail, this reply was received by Otis, who promptly, on the 25th of the same month, wrote to Payne accepting his proposition unconditionally and without modification. This letter of acceptance was mailed at Memphis the same day on which it was written. Four days thereafter, on the 29th of March, Payne wrote Otis as follows: "Yours of 25th at hand. In reply, would say that I have sold the property to another person for cash."

This correspondence constitutes all that passed between these parties. Does it make such a contract as a court of equity will enforce by a decree for specific performance? We think it does clearly. Payne's first letter contains a clear and definite offer to sell a particular piece of property for a certain sum and on specific terms. The second letter of Otis was an immediate and unqualified acceptance of that offer. Thus the minds of the parties came together, and the contract was complete, the same as if they had met face to face, and used the same language. Payne's letter was a continuing offer until received, and for a reasonable time thereafter. It was not binding on him until accepted, and before that he might have withdrawn it at any moment. But when Otis accepted it, and mailed his letter announcing the fact, he at once became entitled to all the benefits of his bargain. The mailing of the acceptance, properly addressed and stamped, and not the reception of it by Payne, completed the contract, and, after the acceptance was so mailed, it was then too late for Payne to recede from his proposition, and sell the land to a different person. Tayloe v. Insurance Co., 9 How. 390; 1 Pars. Cont 483, 484. The first letter of Otis gave a description of the land, and its location. With this letter of Otis the first letter of Payne connected itself by date and other references. In legal contemplation, the two are parts of the same instrument, and, being so regarded, they constitute a sufficient note or memorandum under the statute of frauds; and, when the offer was accepted, the contract became binding upon both parties, and capable of enforcement at the suit of either. Mill. & V. Code, § 2423, subsec. 5; Blair v. Snodgrass, 1 Sneed, 26; Sheid v. Stamps, 2 Sneed, 173; Lee v. Cherry, 1 Pickle, 707, 4 S.W. 835. Where the complainant shows a contract in...