Swallow v. Strong
| Decision Date | 03 May 1901 |
| Docket Number | 12,494,12,495 - (50,51) |
| Citation | 85 N.W. 942,83 Minn. 87 |
| Parties | GEORGE C. SWALLOW and Another v. JOHN STRONG and Others |
| Court | Minnesota Supreme Court |
Action in the district court for St. Louis county to enforce specific performance of a contract for the sale of standing timber and for general relief. The case was tried before Ensign, J., who made findings of fact and as conclusions of law directed that the action be dismissed as to the defendants other than John Strong, and that plaintiff recover from defendant John Strong $18,500 damages. From a judgment entered pursuant to the findings plaintiffs and defendant John Strong severally appealed. Affirmed.
Statute of Frauds -- Memorandum.
The memorandum of a contract for the sale of land, to satisfy the statute of frauds, may consist wholly of letters, if they are connected by reference, expressed or implied, so as to show on their face that they all relate to the same subject-matter. This relation cannot be shown by parol, but it must appear from the nature of the contents of the letters, or by express reference therein to each other.
Statute of Frauds -- Description of Land.
Such memorandum, whether it consists of a single writing or several, must express the substantial terms of the contract and its subject-matter with reasonable certainty. It is not however, essential that the land be described with precision if the writing on its face is an adequate guide to find it.
Statute of Frauds -- Letters.
Rules applied, and letters between the parties as to the sale of pine timber considered, and held that they are sufficiently connected and certain to constitute a valid contract for its sale.
Findings Sustained by Evidence.
The findings of fact and decision of the trial court, to the effect that the defendant made a contract to sell the timber to the plaintiffs, or, in case he sold it upon an outstanding option, to pay them a stipulated sum, are sustained by the evidence.
Mahon & Agatin, for plaintiffs, appellants and respondents.
White & McKeon and C. A. Kent, for defendant John Strong, appellant and respondent.
This action was brought to compel the specific performance of an alleged contract for the sale of the timber on certain lands in the county of St. Louis. The complaint alleged that the defendants were the owners of the lands, describing them, and that on November 13, 1899, the defendants, other than John Strong, by and in the name of their agent, John Strong, and that he in his own behalf, agreed in writing to sell and convey on December 2, 1899, to the plaintiffs, all the timber on such lands for the sum of $180,000, to be paid, $3,000 at the time of the making of the contract, which sum the plaintiffs paid, and the balance at the times alleged in the complaint; that it was further agreed that should the defendants sell the timber to any one else under an option expiring December 1, 1899, theretofore given to R. D. Mallett, the plaintiffs should be paid by the defendants one-half of $37,000, which was the difference between the contract price and the amount of the Mallett option; that the defendants made no sale under the option; that the plaintiffs performed, and were ready and willing to perform, all of the terms of the contract to be performed by them, but the defendants refused to perform the contract on their part; that such timber was on December 2, 1899, of the value of $210,000. The complaint prayed for specific performance of the contract and for general relief.
The answer, so far as here material, was a general denial, except that it admitted that the defendants were, at the time of the making of the alleged contract, owners of the land, and a plea of the statute of frauds. It also alleged that Mallett assigned his option to Messrs. Mitchell & McClure, and that the defendants sold the timber in November, 1899, to them for $210,000.
The trial court found, in effect, with other facts, these: The defendant John Strong, on November 13, 1899, in consideration of $3,000, paid to him by the plaintiffs, agreed to sell and convey to them all the timber on the lands described in the complaint for $180,000, but, if sale of the timber was made to any one under the option alleged, the plaintiffs were to receive the one-half of $37,000. The defendant Strong was not authorized to make such contract on behalf of his co-defendants. A memorandum in writing of such sale, expressing the consideration and terms of the sale, was made and signed by the defendant Strong. Mallett assigned his option, and the defendants conveyed the timber to the assignee for $210,000, as alleged in the answer. The defendant John Strong is now unable to convey any of the timber to the plaintiffs, who have duly tendered performance of all the terms of the contract on their part to be done. The sum of $18,500 became due on December 2, 1899, from him to the plaintiffs, in which sum they have been damaged by his failure to perform the contract on his part. As a conclusion of law, the trial court directed judgment for such sum against him, and in favor of the plaintiffs, and that the action be dismissed as to the other defendants. Thereupon the plaintiffs moved the court to amend its findings so as to find that the market value of the timber at the time of the breach of the contract was $210,000, and that the plaintiffs had sustained damages thereby in the sum of $30,000, and to amend the conclusions of law accordingly. The motion was denied. Defendant Strong, hereinafter referred to as the defendant, made a motion for a new trial, which was also denied. Judgment was entered in accordance with the trial court's findings and conclusion of law, from which the plaintiffs and defendant severally appealed.
The defendant's assignments of error raise the general question whether the finding of fact of the trial court, to the effect that the defendant agreed to sell the timber to the plaintiffs, and that a note or memorandum in writing thereof was made and signed by him, is sustained by the evidence. The evidence tends to show these facts: The parties had some correspondence looking to the purchase of the timber, and on July 17, 1899, the plaintiffs wrote to the defendant Strong, stating that they had been looking over his lands, and found his timber satisfactory. They also inclosed therewith a list containing the descriptions of the lands, and asked him to check it over, and see if it was correct. They further stated that upon hearing from him they would be in a position to trade with him. The defendant, on July 26, returned the list, having made some slight corrections therein, in a letter of that date, in which he said: "We will reserve the lands; let us hear your decision soon." The list returned in this letter contained a correct description of the lands described in the complaint. In some of their letters to the defendant, the plaintiffs referred to the timber as the "Burntside Lake timber," and in others as "your timber," "your pine," "your land," while the defendant in his letters to the plaintiffs designated it as "our timber," "our pine," "our lands." On August 2 the plaintiffs wrote to the defendant that if he wanted to sell the timber and reserve the land they would figure on that basis, and suggested that they arrange to meet and talk the matter over. Further correspondence followed, which resulted in a meeting of the plaintiff Hopkins and the defendant in November, 1899, in Detroit, Michigan, when a memorandum of a contract, which was not signed by either party, was drawn up by the plaintiff Hopkins, which was as follows:
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