Pearson v. Baldwin

• Decision Date: 05 February 1924
• Docket Number: No. 1918.,1918.
• Parties: PEARSON et al. v. BALDWIN et al.
• Court: New Hampshire Supreme Court

123 A. 891

PEARSON et al.

v. BALDWIN et al.

No. 1918.

Supreme Court of New Hampshire. Cheshire.

Feb. 5, 1924.

Transferred from Superior Court, Cheshire County.

Action by William Pearson and another against Helen H. Baldwin and another. Findings for plaintiffs, and defendants except. Exceptions sustained, and judgment for defendants.

Assumpsit, for breach of contract. The controversy relates to a contract for the sale of the Baldwin farm, in East Jaffrey. The defendant Helen H. Baldwin is the widow of Albert Baldwin, Jr., the owner of the farm, who resided in Louisiana and died there intestate prior to 1915. He left surviving him the widow, an adult daughter, the other defendant in this suit, and two minor children. Mrs. Baldwin was administratrix of Mr. Baldwin's estate and guardian in Louisiana of the minor children, who owned four-ninths of the property. She also held a power of attorney to act for her daughter, Mrs. Martin. The plaintiffs made an offer of $30,000 for the Baldwin farm. On the 20th day of October, 1915, Mrs. Baldwin and the plaintiff, William Pearson, met in New York, together with their attorneys, and made and signed a contract whereby Mrs. Baldwin agreed to sell and convey to the plaintiffs the Baldwin farm for $30,000. The plaintiffs paid to Mrs. Baldwin at that time $5,000, which was to be forfeited as liquidated damages in case the plaintiffs should fail to pay the balance of the purchase price and take title to the property. It was stipulated that the title should be passed on the 1st day of January, 1916. The contract was signed by Helen Hardie Baldwin, individually and as administratrix and as attorney in fact, and by Pearson Bros., William Pearson.

Thereafter Mrs. Baldwin filed copies of her appointment in Louisiana as guardian of her minor children in the probate court of Cheshire county, together with a petition for license to sell her wards' interests in the farm. The return day of the petition was December 27, 1915. After the execution of the contract, and before the return day of the petition for license to sell, Bean & Symouds made an offer of $36,000 for the property. The plaintiffs were notified of the offer, and that the property could not be sold to them for $30,000. After that the $5,000 was returned to the plaintiffs, and accepted by them without prejudice. On the return day of the petition for license to sell, it was continued to January 24, 1916. December 27, 1915, the plaintiffs offered to pay the guardian for the minors' shares on the basis of $36,000 for the whole property, and on December 29, 1915, they brought this action. On January 24, 1916, a decree was made by the probate court licensing the guardian to sell the minors' interests for the best obtainable offer. Subsequently, Bean & Symonds having increased their offer to $39,100, the farm was sold and deeded to them for that amount February 1, 1916. Other facts are stated in the opinion.

The case was tried and transferred by Marble, J., who found that the defendants. Helen Hardie Baldwin and Mrs. Fontaine Martin, are liable for failing to convey to the plaintius their respective interests in the real estate described in the contract, and, further, that Helen Hardie Baldwin is liable personally for failing to convey to the plaintiffs the interests of her wards in said real estate. The defendants excepted to the foregoing findings.

Tuttle, Wyman & Starr, J. P. Tuttle, and Willard Wight, all of Manchester, for plaintiffs.

Orville E. Cain, of Keene, and Demond, Woodworth, Sulloway & Rogers and Jonathan Piper, all of Concord, for defendants.

PLUMMER, J. Exceptions were taken by the defendants to the refusal of the court to grant their requests for findings. These are not considered in detail, because the exceptions of the defendants raise one question: Are the defendants liable upon the evidence for failure to convey the Baldwin farm to the plaintiffs? The decision of the trial court that the defendants are liable for their failure to convey to the plaintiffs their respective interests in the property, and that Mrs. Baldwin is liable personally for failing to convey to them the interests of her wards therein, must be based upon a finding that Mrs. Baldwin, upon the 26th day of October, 1915, made an absolute and unqualified contract to convey to the plaintiffs the Baldwin farm for $30,000 on the 1st day of January, 1916.

Most of the facts in this case are not in dispute. The parties had in mind, and it was their intention in making the contract, that title to the whole farm should be conveyed. The plaintiffs were engaged in the lumber business. There was a large amount of lumber upon the farm, and they were interested in it as a lumbering proposition. The court found that—

"The contract was an entire one in the sense that neither party had in mind the purchase and sale of merely a fractional interest in this real estate."

The evidence fully warrants this finding, and it clearly appears from the evidence of both parties that the contract for the sale and purchase was an entire, indivisible contract. It must therefore stand or fall in its entirety. When the...