Southern Pine Fibre Co. v. North Augusta Land Co.

• Decision Date: 12 April 1892
• Court: U.S. District Court — District of South Carolina
• Parties: SOUTHERN PINE FIBRE CO. v. NORTH AUGUSTA LAND CO.

50 F. 26

SOUTHERN PINE FIBRE CO. v. NORTH AUGUSTA LAND CO.

United States Circuit Court, D. South Carolina.

April 12, 1892

Fleming & Alexander, for complainant.

Jackson & Olive, for defendant.

SIMONTON District Judge.

The case comes up on bill and demurrers. The bill seeks specific performance of a contract. The defendant, owner of a tract of land on or near the Savannah river, opposite the city of Augusta, offered inducements to the plaintiff to erect and put in operation a factory on said land. The bill sets out certain negotiations between the parties, which resulted in a letter by the president of the defendant company to the president of the complainant company in these words:

'NEW YORK, June 20th, 1891.

'J B. N. Berry, Pres't. Southern Pine Fibre Company-- DEAR SIR: The North Augusta Land Company will donate to your company 3 acres of land to be selected by it on its property opposite the city of Augusta, and will promptly build or cause to be built to the land so donated a side track, and when your factory is completed and machinery in successful operation, will buy from you ($2,500) twenty-five hundred dollars' worth of your treasury stock at its par value, payable in cash when your factory is in successful operation as aforesaid.

Yours, truly, 'PAT CALHOUN, Pres't.

'The above is conditioned upon your beginning work at once.

'P.C.'

The three acres of land have been donated, and the deed executed and delivered. The factory has been erected and equipped with valuable and costly machinery. The specific performance of that part of the contract is sought which provides that defendant 'will promptly build or cause to be built to the land so donated a side track.'

Defendant demurs on several grounds, which may be summed up as follows: That there is no equity in the bill; that, the letter being the only contract in writing, no parol evidence of pre-existing negotiations can be admitted, and that all allegations of such negotiations have no place in the bill; that the terms of this letter are vague and uncertain; that it is not alleged what interest complainant will have in the side track when completed, nor that defendant has the right, power, and authority to complete it; that the damages alleged are remote and consequential; that complainant has an adequate and complete remedy at law.

We now hear the case on demurrer. For the purposes of this decision we confine ourselves...