Stone v. Harmon
| Decision Date | 08 March 1884 |
| Citation | 19 N.W. 88,31 Minn. 512 |
| Parties | Jacob Stone v. Elijah A. Harmon |
| Court | Minnesota Supreme Court |
Appeal by defendant from an order of the district court for Hennepin county, Koon, J., presiding, refusing a new trial after verdict of $ 1,613.75, for plaintiff. The complaint alleged the making of the offer set forth in the opinion, a concurrent agreement that plaintiff might accept it at any time within a year, and an acceptance as stated in the opinion, and performance by plaintiff of all conditions precedent, as well as expenditures made by him for repairs and improvements on the faith of the offer, and believing the defendant's representation that he was the owner. The complaint further alleges a refusal by defendant to perform the alleged contract, and that plaintiff, still relying on defendant's representation that he was owner, brought suit, in May, 1882, against defendant for specific performance, which action was dismissed at the trial, it appearing that the property belonged to defendant's wife and had never belonged to him. The complaint charges that defendant's representation of ownership was made fraudulently, alleges damages in the sum of $ 5,000, besides special damages to the amount of $ 158.25, (the expenses of the former suit,) for which judgment is demanded.
Order reversed.
Woods & Hahn, for appellant.
Jackson & Pond, for respondent.
The plaintiff, in March, 1881, was occupying the premises in controversy, being a house and lot in Minneapolis, under a lease from the defendant, which would expire May 1st following. Defendant was then in failing health and desirous of disposing of the property. Plaintiff was in business in the city, and at that time desired and applied for a renewal of the lease for another year, whereupon certain negotiations passed between the parties in reference to a sale of the premises, which defendant then desired and offered to make to plaintiff, which negotiations appear finally to have culminated in the written proposition set forth in the complaint. Plaintiff was ready to take a lease on the defendant's terms, but not ready to conclude a purchase though he desired a refusal of the property for the year; but defendant concluded to present his proposition in writing, in the form referred to, which is as follows:
[Signed] "E. A. Harmon."
Plaintiff occupied the premises under the new lease, and nothing further passed between the parties until March 4, 1882, when he addressed a written communication to defendant, then in Philadelphia, referring to the above proposition, and notifying him that he had decided to purchase on the terms therein stated, which defendant then refused to accede to. The market value of the property had increased $ 1,500 in the mean time, and defendant had gone east for his health, and does not appear to have received any offers for the same, nor to have kept it in market, though he had not notified plaintiff of his intention to withdraw it.
Upon the trial the plaintiff was permitted, against defendant's objection, to give evidence of the conversations between the parties at and prior to the time of the preparation and delivery of the writing, for the purpose of showing what their mutual understanding was in regard to the length of time the defendant's proposal was to remain open, and what construction the parties themselves placed upon the writing in this respect, and also as tending to show that, under the circumstances, plaintiff's acceptance was in a reasonable time. The court also instructed the jury, among other things, that they might consider the fact that the parties talked over the matter as to when plaintiff could accept, if at all, and what they considered a reasonable time, and refused to instruct them that plaintiff's acceptance was not within a reasonable time. Defendant's exceptions to the rulings of the court in admitting this evidence, and to these instructions, present the questions to be considered here.
1. We think the court properly construed the writing in holding that by its terms the defendant's offer must have been accepted by plaintiff within a reasonable time. In addition to the privilege of purchasing, it gave him the privilege he had asked for, of a lease for another year; reserving, however, a general right to sell. And in respect to this a further stipulation was added, in plaintiff's interest, to the effect, as we construe it, that in case the defendant found another purchaser within the year, he would renew the offer to plaintiff, or give him the refusal of the property on the terms stated. He did not, however, bind himself by the writing to hold open the original offer to plaintiff, nor to keep the property in market; and, if not in market, the contingency upon which the privilege would be accorded to plaintiff to buy, after the original offer lapsed, which would be after a reasonable time, would not arise. The writing shows a present intention to sell; but this might change, as it would be very likely to do, under a change of circumstances.
2. As in the case of other written instruments, parol evidence was admissible to show the situation of the parties, and the circumstances under which it was executed. But, in the light of such facts, the language of the contract is presumed to merge the expression of the intention and understanding of the party making it. This rule has been strictly and constantly adhered to in the decisions of this court. In Cook v. Finch, 19 Minn. 350, (407,) it was attempted to prove by parol that certain property was understood to be included in a contract for the sale of a stock of goods, though not within its terms, and the court says:...
To continue reading
Request your trial