Stokes v. Victory Land Co.

• Decision Date: 09 April 1930
• Citation: 128 So. 408,99 Fla. 795
• Parties: STOKES et al. v. VICTORY LAND CO.
• Court: Florida Supreme Court

128 So. 408

99 Fla. 795

STOKES et al. v. VICTORY LAND CO.

Florida Supreme Court, Division A.

April 9, 1930

Rehearing Denied April 26, 1930.

Suit by Andrew J. C. Stokes and others against the Victory Land Company. Decree of dismissal, and plaintiffs appeal.

Affirmed.

Appeal from Circuit Court, Pinellas County; John U Bird, judge.

COUNSEL

Bickers & Ramseur, of St. Petersburg, for appellants.

Bussey Mann & Barton, of St. Petersburg, for appellee.

OPINION

ELLIS J.

In September, 1925, the Victory Land Company, a corporation engaged in business in Pinellas county, agreed to sell and convey to Andrew J. C. Stokes and five other persons certain parcels of land described as lots 3 to 18, inclusive, in block 99 of Lakewood Estates, section D, according to a map or plat which was recorded in the office of the clerk of the circuit court. The purchasers agreed to pay for the lots the sum of $68,000 in four installments of $17,000 each. The first installment was paid and the three others were provided in the contract to be paid in 1, 2, and 3 years respectively. The contract was in writing and executed by the parties under seal. The contract provided that the conveyance of the lots was to be made when the buyers made the payments and performed the covenants on their part to be performed. It contained a provision that the contract could not be assigned without the consent of the seller in writing and 'All statements and representations made by the Seller or its representatives concerning the property herein sold are set forth in this contract, and no other statements or representations not herein set forth shall be binding on the Seller.'

The contract provided that, in case the buyers should fail to pay the interest upon the deferred payments or fail to perform any of the covenants on their part to be performed for the space of thrity days, the seller should have the option of terminating the contract and hold the payments made by the buyers as rent for the property. McDermott, one of the buyers, assigned his interest to Andrew J. C. Stokes.

Two years and nearly two months passed, during which time the buyers paid to the seller $34,000 on the principal and about $4,080 by way of interest. These payments apparently consisted of the cash payment and the first deferred installment, which became due September 1, 1926, and one year's interest upon the three deferred installments. Then in October, 1927, the buyers, who were A. J. C. Stokes, J. Henry Bremer, Joseph L. Donahay, Alonzo Brower, and Harry Schnabel (McDermott having transferred his interest to Stokes), exhibited their bill in chancery against the Victory Land Company, and prayed that the contract be rescinded.

The suit rests upon the following circumstances: The Victory Land Company at the time the contract was made was developing the Lakewood Estates, and was offering the lots for sale to purchasers, and was representing by newspaper advertisements, letters, circulars, lantern slides, illustrated maps, and by other means, that the lands would be developed into a beautiful and valuable subdivision by laying down sidewalks, beautifying the streets and parkways with trees and ornamental shrubbery, 'carrying out an elaborate program for beautiful entrances, Venetian Pool and Lake Maggiore Gardens; clearing and grading lots; and making other extensive improvements'; that, in addition to these general statements, the corporation specifically represented to complainants as an inducement to make the contract that the 'Venetian Pool would be built less than one-half mile, to-wit, 2,640 feet east of Section 'J' of said Lakewood Estates,' and would be located in section H of the said estates, and that work had already begun upon the Venetian pool, and the existing program of construction called for the completion of the pool before January 1, 1927; that such representations so specifically made to complainants were false, fraudulent, and misleading; that work upon the pool was not in progress, nor has any construction work of any kind or nature been done upon the project.

The allegations of the bill may be considered to be sufficiently clear as to the falsity of the specific representations and fraudulent purposes of the seller in making them and the complainants' deception thereby. Much of this, however, appears in the bill by way of argument. Yet it may be allowed that there are enough clear and unequivocal statements of fact to answer the requirements of pleading so far as the false representations by the seller and complainants' belief therein are concerned.

There is also another theory which pervades the bill upon which it may be said that the prayer for a rescission of the contract is also based. It is that the contract through some sort of trick or deception practiced by the seller does not express the true purpose and intention of the parties, and that the complainants were induced to sign it 'without having investigated the contents thereof.' The allegations of the bill in this behalf we deem to be insufficient to support a reformation of the contract and rescission of it. It may be said that the paragraph containing such allegations weakens rather than strengthens the bill in its entirety. Because in the absence of any sufficient showing that the complainants were induced to enter into a contract the terms of which did not express the true purpose of the parties, the presumption of law that it does, if not strengthened, is at least not potentially rebutted.

The intention of the parties to a contract is to be deduced from the language employed by them. The terms of the contract, when unambiguous, are conclusive, in the absence of averment and proof of mistake, the question being, not what intention existed in the minds of the parties, but what intention is expressed by the language used. Continental Casualty Co. v. Bows, 72 Fla. 17, 72 So. 278; Atlanta & St. A. B. R. Co. v. Thomas, 60 Fla. 412, 53 So. 510.

The Victory Land Company demurred to the bill. It was a general demurrer for want of equity, and also attacked the sufficiency of the bill's allegations in several particulars. The demurrer was sustained and the bill dismissed. From that order the complainants appealed.

As a general demurrer to a bill in equity should not be sustained if it contains any ground for equitable relief, it is necessary to ascertain whether such ground exists. See Johnson v. McKinnon, 45 Fla. 388, 34 So. 272; City of Miami v. Shutts, 59 Fla. 462, 51 So. 929; Merritt v. Mace, 73 Fla. 883, 75 So. 57; Amos v. Postal Telegraph-Cable Co., 76 Fla. 465, 80 So. 293; Boyd v. Gosser, 68 Fla. 395, 67 So. 89.

The only ground presented by the bill as the basis for the relief sought and which may be urged with any claim of right is the alleged misrepresentation by the seller as to the building of a Venetian pool in section H, less than a half mile east of section J. The complainants purchased sixteen lots in section D.

It is alleged that section D, in which the complainants purchased lots, is located in the tract of land known as 'Lakewood Estates,' but just where it is located with reference to section J or H is not disclosed by the bill or the Exhibit A, which purports to be a plat comprising all of sections F, G and H and parts of sections J and K of Lakewood Estates.

From anything appearing to the contrary in the bill, section D of Lakewood Estates may be part of a separate and independent enterprise from that embracing section H where the Venetian pool was to have been constructed, and may have formed no part of the plans for development in relation to which the alleged representations were made and printed in circular form for distribution.

It is therefore not at all clear in what degree, if any, the so-called representations as to the development of that part of Lakewood Estates embracing sections J and H were material representations as to the improvement or development of that portion of the estates embracing section D. The two tracts of land may be separated by natural or artificial barriers, by distance so great that improvement of one could not by much show of reason be regarded as a benefit to the other. One part, embracing two or more sections or divisions, may be designed for a residential district with all the usual restrictions and attractive buildings and playgrounds incident to such enterprises and the other designed for business or other purposes. There is involved in the matter of false representations as a basis for rescission of contract the element of resulting injury to the person seeking the relief which is not supplied by the bare allegation of such injury. There must appear such facts as show a connection between the representation as made and the land value as affected by it. This material element of the alleged fraud may not be left to mere conjecture and averment. See Allen v. United Zinc Co., 64 Fla. 171, 60 So. 182; 14 Am. and Eng. Ency. of Law (2d Ed.) p. 137 (X).

'Falsehood and deceit are always subject to moral condemnation, but it is not appointed to human tribunals to sit in judgment upon mere moral delinquencies or abstract wrongs, affecting only the conscience; such tribunals take cognizance of delinquencies and wrongs, only when another has been induced by them to do some act to his own injury. Deceit and fraud, if not acted upon, or not accompanied by injury, are moral, not legal, wrongs.' Mahoney v. Whyte, 49 Ill.App. 97; Bartlett v. Blaine, 83 Ill. 25, 25 Am. Rep. 346.

It is of the very essence of an action of fraud or deceit that the same shall be accompanied by damage, and neither damnum absque injuria nor injuria absque damnum by themselves constitute a good cause of action. See Deobold v Oppermann, 111 N.Y. 531, text 542, 19...