Stitt v. Huidekopers

• Decision Date: 01 October 1873
• Citation: 84 U.S. 384,17 Wall. 384,21 L.Ed. 644
• Parties: STITT v. HUIDEKOPERS
• Court: U.S. Supreme Court

84 U.S. 384

21 L.Ed. 644

17 Wall. 384

STITT v. HUIDEKOPERS.

October Term, 1873

ERROR to the Circuit Court for the Western District of Pennsylvania; the case being thus:

In the latter part of Auguse, 1864, at which time great excitement prevailed in the region of Oil Creek, Northwestern Pennsylvania, and some persons in New York and other eastern cities, were largely speculating in lands there supposed to contain oil, and rapid sales at advancing prices were making of such lands from day to day, Alfred Huidekoper and Frederick W. Huidekoper, his nephew, both of Meadville, near that region, owning of long date, partially in their own rights but more largely in a fiduciary capacity, as executors and trustees, about 1300 acres of such lands in the immediate district, were called on by one Stitt, who had in part formed and was still cultivating relations with persons in New York and other cities operating in oil lands; and an agreement was made between him and the said Huidekopers that if he, Stitt, brought a purchaser to them for the land, within thirty days, at a fixed price, he was to have a definite compensation. The time thus limited expired without a sale.

On the 19th-22d of November a new agreement was entered into in regard to the same matter, by which it was agreed that Stitt might sell the land for not less than $40,000; that on this sum being paid to the Huidekopers, he should have out of it as a compensation $2500, and that if he could sell the land for more than $40,000 he should retain the surplus for himself. With a view of enabling Stitt to sell and convey the land with despatch and facility—his business being chiefly with persons who were buying on speculation, and who wished to re-sell soon at an advance—the Huidekopers made to him a deed, duly signed and acknowledged, which they placed as an escrow, in the hands of Drake Brothers, their bankers, in New York, to become a valid deed when Stitt should pay $40,000 into the hands of the said Drake Brothers, for the use of them the Huidekopers. Whether there was any limitation of time within which the sum of $40,000 was to be paid to enable Stitt to take up the deed and entitle himself to the compensation, and whether, if there was no limitation of time, there was any other agreement as to an indefinite extension, which would prevent the Huidekopers from recalling the escrow, or the authority to deliver it, so as to render nugatory pending negotiations for a sale by Stitt to third parties, was a matter in dispute.

The escrow being, as already mentioned, in the hands of Drake Brothers, and to be delivered to Stitt on the payment of the $40,000, Stitt, on the 10th of January, 1865, entered into a written contract with Backus & Morse, operators, in New York, in oil lands, by which contract Stitt agreed to sell the lands, or certain specified portions, at $55 per acre, to them. Backus & Morse, however, did not agree to buy, but agreed to decide on or before the 14th of January, 1865, whether they would buy, and if so, how much. They agreed that if they decided to buy, they would deposit with Drake Brothers, on or before the said 14th, $10,000, which was to be paid to Stitt as soon as the titles were examined and found perfect, and a deed from Stitt was to be deposited with Drake Brothers, to be held until the balance of the purchase-money was paid or satisfactorily secured. The time of payment of the balance was not to exceed sixty days from the payment over to the plaintiff of the $10,000. Of course if Backus & Morse took the whole 1300 acres, the sum payable would be $71,500; a large gain to Stitt.

On the 14th of January, 1865, Backus & Morse elected, by parol, to take all the lands, and made the deposit with Drake Brothers of $10,000; their election, however, not being according to the contract, but on condition that 'if the balance of the purchase-money is not deposited by the time specified in the contract, the $10,000 is to be forfeited to Mr. Stitt;' and their election in this from being indorsed by Drake Brothers upon the contract.

On the same 14th of January Stitt wrote to the Huidekopers for an abstract of title. They sent one within two or three days afterwards (apparently from its date, on the 16th), to Drake Brothers, which Stitt saw there, and of which he had a copy made. In the letter of Stitt asking for the abstract, Stitt mentioned the fact of a sale, but mentioned no particulars of it whatever, nor the names of the purchasers.

On or about the 19th Stitt mentioned to three different persons, as they testified, that he had made a good sale of the lands, but had transcended his authority; that he was bound to sell strictly for cash, and that the Huidekopers were under no obligations to ratify.

On the 24th of January, 1865—the lands, owing to the discovery of a well called the United States well, having greatly risen and apparently still rising in value, and Stitt not having communicated to the Huidekopers the particulars of his contract with Backus & Morse, nor, so far as appeared, the Huidekopers knowing or suspecting that any such sale had been made as Stitt had effected, the Huidekopers revoked the authority of Stitt. On the 27th of the same month Stitt tendered the money ($40,000) to Drake Brothers and demanded the deed, which, in compliance with instructions sent to them on the 24th by the Huidekopers, they refused to give up to him.

Hereupon Stitt brought this suit in the court below against the Huidekopers, upon an alleged joint contract by them with him, to recover for services rendered to them, as a real estate broker. The narr. contained a special court, that the defendants employed him to sell for them, or negotiate and consummate a sale for them of a body of lands for the price of $40,000, or more, agreeing to pay him $2500 out of the purchase-money, in case he made a sale, and also agreeing to allow him all he might sell the lands for more than $40,000. A quantum meruit was added.

On the trial, one point in dispute was whether the new or second contract between Stitt and the Huidekopers—that is to say, the contract of the 19th-22d of November—whether that contract had in it any limitation of time.

Stitt testified that he asked to have a time fixed, during which he might operate, to sell the lands, and that Alfred Huidekoper declined to fix one; stating that it was better for him that no time should be fixed.

On the other hand each of the Huidekopers testified that two papers were drawn up and signed by them both, one fixing the time until December 1st, 1864, and the other agreeing to refund to Stitt $2500 if he paid the $40,000, and took up the deed. They each further testified that both papers were given to Stitt. A call was made on Stitt to produce them.

Further on in the trial the plaintiff offered himself as a witness, his testimony to be followed by that of Backus and of Morse—all the parties to the contract—that when the contract of January 10th, 1865, of Stitt with Backus & Morse was made, it was the intention and agreement of the parties to provide in it that the purchase-money should be paid as soon as the titles could reasonably be examined, and that it was a mutual mistake that the language of the contract was not made to express that understanding, and that the omission in the contract of such words as were necessary to clearly express that conclusion was a mutual mistake such as ought to be corrected. The court refused to let the evidence go in; and this was ground of one exception.

A matter alleged by the plaintiff and denied by the defendants was, that the defendants had ratified Stitt's sale to Backus & Morse; and to show a ratification the plaintiff offered his copy of the abstract of title already spoken of, as having been made by his direction from an admitted original confessedly sent by the Huidekopers to Drake Brothers.

The defendants objected to the admission of the copy, and offered to produce, under a notice which the plaintiff had given, what they alleged to be the original, and thereupon did produce the same. The plaintiff denied that the paper produced was the original, and proposed to prove by himself that the paper was not the original.

To this offer the defendants objected that the original produced on notice was the best and only evidence; that it was not competent to the plaintiff to refuse it on his own allegation that it was not the original, and thereupon, and in its presence, and upon the footing of his own denial to introduce secondary evidence of the paper.

'The defendants being in court and ready to be examined to prove that the paper produced was the original, and the plaintiff declining to examine them, the court sustained the objection and rejected the copy.' This, too, was matter of exception.^*

There was no evidence offered of the value of the plaintiff's services, under the common count, nor any instructions requested on it. On the contrary, the counsel of the defendants (without apparent objection on the other side) requested certain instructions 'in view of the admitted fact that the plaintiff was not to be paid for either, or to receive anything at all unless he sold the lands and paid over the money according to agreement.'

Respecting the evidence the court instructed the jury very fully; what follows being extracts from the charge:

'The evidence is for you—its credibility—its consistency—its weight—what it is, and what it proves. If there is a conflict in the testimony, you are to consider it, and when it is impossible to reconcile different statements of witnesses, you are to determine conscientiously, not arbitrarily, which you will believe. You are not to know the parties, or yield at all to what you may have heard respecting the case outside of the jury box. The questions for you are, what does the evidence prove; and under the instructions of the court, what it the law in regard to the facts proven.

'In regard to the arrangement of November 19...