Spaulding v. Wyckoff

• Decision Date: 16 February 1948
• Docket Number: No. 13.,13.
• Citation: 320 Mich. 329,31 N.W.2d 71
• Parties: SPAULDING et ux. v. WYCKOFF et ux.
• Court: Michigan Supreme Court

320 Mich. 329

31 N.W.2d 71

SPAULDING et ux.

v.WYCKOFF et ux.

No. 13.

Supreme Court of Michigan.

Feb. 16, 1948.

OPINION TEXT STARTS HERE Appeal from Circuit Court, Wayne County, in Chancery; Vincent M. Brennan, Judge.

Action by Roy C. Spaulding and another against F. Leigh Wyckoff and another for specific performance of agreement to sell real estate. From a decree for plaintiffs, the defendants appeal.

Reversed and rendered.

Before the Entire Bench.

Leo A. Skinner, of Detroit (Clark, Klein, Brucker & Waples, of Detroit, of counsel), for appellees.

Donald A. Wallace, of Detroit, for appellants.

CARR, Justice.

This is a suit for specific performance of an alleged agreement in writing to enter into a land contract for the sale of certain real estate in the city of Detroit. Defendants, who were the owners of the property, listed it with a broker who procured from plaintiffs and offer to purchase. Said offer, which was prepared on a printed form, specified the sum of $17,500 as the total consideration, with a down payment of $6,000 in cash, and the execution of a land contract providing for payments of the balance at the rate of $115 per month. Each monthly payment was to include taxes, and interest at the rate of five per cent per annum. It was further specified that the purchasers should become entitled to possession of the property at the time of closing the transaction, and that said property should be vacated by its owners, who occupied it, on or before July 1, 1946. These provisions were subject to the further specification in the offer that defendants might continue to occupy the premises, without payment of rent, until the date stated.

Plaintiffs' offer was delivered by them to the broker who in turn submitted it to defendants. An acceptance of the offer, printed on the form used, was signed by defendants, the following clause being added at the time by the broker immediately below the lines provided for the signatures of the sellers: ‘In the event seller occupies house after July 1st 1946, it is understood and agreed that he is to pay One hundred dollars ($100) per month rent.’ It appears from the record that this addition to the acceptance was inserted following a conversation between the broker and Mr. Wyckoff in which the latter stated, in substance, that it might not be possible for defendants to vacate prior to September 1, 1946. The form used was then returned to plaintiffs, and Mr. Spaulding, under date of March 30, 1946, signed thereon a printed form of acknowledgment of receipt of the acceptance. A land contract was prepared in accordance with the offer, which defendants refused to execute, claiming that the quoted clause added to the acceptance modified it in such manner as to make it, in effect, a counter-offer, that such counter-offer was not accepted by plaintiffs, and that in consequence no valid agreement for the execution of a land contract had been made. In accordance with their position defendants notified plaintiffs that the counter-offer was withdrawn.

Upon defendants' refusal to complete the transaction by the execution of the proposed land contract, plaintiffs instituted the present suit. Following trial in the circuit court a decree was entered in accordance with the prayer of the bill of complaint requiring defendants to enter into a land contract for the purchase of the property in accordance with the terms of plaintiffs' offer, such contract to provide for immediate possession and occupancy by plaintiffs. Provision was further made for the adjustment of taxes, water bills, and insurance as of the date of the contract. From such decree defendants have appealed, claiming that the circuit judge was in error in holding that the addition of the so -called postscript to the acceptance of plaintiff's offer did not constitute it a counter-offer, rather than an acceptance. Plaintiffs insist that the inserted clause pertained to a matter collateral to the main agreement, that it contemplated a possible landlord and tenant relationship, and was wholly independent of the alleged contract for the purchase of the property. These contentions present the issue for determination by this court on the appeal.

The general principles governing the granting of specific performance in cases of this character have been repeatedly discussed and applied by this court in prior decisions. Thus, in Gates v. Gamble, 53 Mich. 181, 18 N.W. 631, 633, it was said: ‘Until, therefore, the parties have agreed between themselves on this subject, their contract is imperfect, and it is impossible to give it effect. The courts cannot perfect for the parties the contract which they have left imperfect. The contract in this case was evidently provisional, and contemplated a further contract, in which we may suppose the details of the proposed arrangement would be definitely fixed upon and settled; but, if either party refuses to enter into such further contract, there is no way of compelling it. Neither is there any way of enforcing the provisional contract, when it appears that the parties have failed to agree upon essential terms.’

In Lippman v. Featherston, 247 Mich. 153, 225 N.W. 489, 490, it was said: ‘Greater certainty is required in an action of specfic performance than an action at law. 36 Cyc. 589. The terms of the contract must not be so ambiguous that either party may reasonably misunderstand them. 36 Cyc. 590.’

And in the recent case of Steketee v. Steketee, 317 Mich. 100, 26 N.W.2d 724, 726, it was further declared: ‘In order that courts may specifically enforce an oral agreement to convey property, plaintiff must establish by clear, satisfactory and convincing proof the terms of such agreement.’ See, also, Blanchard v. Detroit, Lansing & Lake Michigan Railroad Co., 31 Mich. 43, 18 Am.Rep. 142;Palmer v. Pokorny, 217 Mich. 284, 186 N.W. 505;Czeizler v. Radke, 309 Mich. 349, 15 N.W.2d 665.

In order to be entitled to the relief sought the burden rested on plaintiffs to establish by clear and satisfactory proof a definite contract on the essential terms and conditions of which the minds of the parties met, and of such character as to be capable of specific enforcement by a court of equity. Obviously, if the so-called postscript to the acceptance of the offer amounted to a refusal to accept, unconditionally, any material part of said offer, or if, as defendants claim, it amounted merely to a counter-offer, the conclusion follows that specific performance may not properly be decreed. In the determination of the question the precise terms of the offer are of vital importance. An analysis of its provisions indicates that plaintiffs desired, first, to enter into a...