Stillwell v. Temple

• Decision Date: 31 March 1859
• Parties: STILLWELL, Defendant in Error, v. TEMPLE, Plaintiff in Error.
• Court: Missouri Supreme Court

28 Mo. 156

STILLWELL, Defendant in Error,

v.TEMPLE, Plaintiff in Error.

Supreme Court of Missouri.

March Term, 1859.

1. Relief against penalties will not be afforded at the instance of the persons in whose behalf the penalties are stipulated for.

2. A. leased a dwelling-house to B. for one year. A. stipulated in the contract of lease that he would at any time during the year sell and convey the premises to B. on certain specified terms. B. covenanted that he would during the term demand a conveyance and comply with the conditions of sale. It was further agreed as follows: “Upon the completion of said sale and purchase as and in the manner aforesaid, said lease and rent shall cease; and to secure the faithful payment of said rent and making of said purchase as and in the manner aforesaid, the said B. has assigned unto said A. his right and title to three hundred shares of the capital stock of the St. L. & B. Mining Company, now owned by him, which shall become the absolute property of said A. without redemption, and as and for liquidated damages and not as a penalty, in case said B should fail faithfully to pay said rent and make said purchase when and in the manner aforesaid; but upon such faithful performance the stock shall revert and be reassigned to him.” B. failed to pay the rent or to make the purchase as agreed. A. brought suit against B. to recover one year's rent of the premises and damages for the failure of B. to purchase the premises; he did not offer to return the stock mentioned in the contract or to give credit for its value. Held, that A. was not entitled to recover; that the stipulation with respect to stock, whether regarded as a penalty or as stipulated damages, was a bar to such recovery.

Error to St. Louis Land Court.

The court, at the instance of the plaintiff, gave the following instructions to the jury: “1. If the defendant executed the lease and agreement read in evidence, and if the defendant failed to purchase the premises described in said agreement according to the terms and conditions thereof, then the plaintiff is entitled to recover for one year's rent of said premises according to the price of said rent named in said lease, and in addition thereto such damages as the jury shall believe the plaintiff has sustained by reason of the defendant's failure to purchase said premises in conformity with the terms of said agreement. 2. The measure of damages for the failure on the part of defendant to purchase the property described in the lease and agreement read in evidence is the actual damage the plaintiff has sustained by reason of such failure.”

The court refused the following instructions asked by the defendant: “If the jury believe from the evidence that, at the time of the execution of the agreement sued on, the defendant assigned to plaintiff defendant's right, title and interest in three hundred shares of the capital stock of the St. Louis and Birmingham Iron Mining Company, and that it was then agreed that said stock so assigned should become the absolute property of plaintiff without redemption, and as for liquidated damages and not as a penalty in case defendant should fail to pay the rent and make the purchase as provided in said agreement; and if they further believe from the evidence that the defendant paid the rent for the first year, and that by agreement between the parties the terms of the original agreement were continued in force for one year longer, to-wit, until April, 1855, and the plaintiff continued to hold said stock upon the terms provided in said original agreement as thus extended, they must find for the defendant, unless they further believe from the evidence that plaintiff, before the commencement of this suit, reassigned said stock to defendant, or offered so to do, and that defendant refused to receive the same. 2. They are further instructed that the law will not permit plaintiff to retain and hold the stock described in said agreement as a penalty or forfeiture, and also to recover in this suit for the breaches of the covenants in said agreement.”

The defendant offered to prove that the stock spoken of in the agreement “was of the par value of fifty dollars per share.” The court, on the motion of plaintiff, refused to permit the testimony to be introduced.

Hill, Glover & Hill, for plaintiff in error.

I. The court erred in excluding evidence as to the par value of the stock.

II. The court erred in giving the instructions asked for by plaintiff and in refusing those asked for by defendant. The language of the agreement is too strong to leave the least doubt of the intention of the parties to liquidate the damages.

Krum & Harding, for defendant in error.

I. The testimony offered to prove the par value of the stock was properly excluded. The value of the stock was not an issue in the case; and if the plaintiff was not entitled to the stock, no foundation was laid by the answer or the evidence to charge him with its value by way of set-off or otherwise. But the plaintiff, by the terms of the agreement, had a right to hold the stock.

II. The proposition embodied in the refused instructions of the defendant is not law. It is tantamount to saying as matter of law that the plaintiff had no right to claim either rent or damages of the defendant, notwithstanding his covenants. It is manifest that this is not...