Taylor v. Williams

• Decision Date: 31 October 1869
• Citation: 45 Mo. 80
• Parties: WILLIAM C. TAYLOR, Plaintiff in Error, v. ELIAS E. WILLIAMS, Defendant in Error.
• Court: Missouri Supreme Court

45 Mo. 80

WILLIAM C. TAYLOR, Plaintiff in Error,

v.ELIAS E. WILLIAMS, Defendant in Error.

Supreme Court of Missouri.

October Term, 1869.

Error to St. Louis Circuit Court.

Casselberry, and Harding & Crane, for plaintiff in error.

J. Wickham, and A. Hamilton, for defendant in error.

CURRIER, Judge, delivered the opinion of the court.

This is a suit in equity for the specific enforcement of a contract for the sale of real estate. It is based on the stipulation contained in the following receipt, to-wit:

“Received, St. Louis, April 30, 1864, of William C. Taylor, five dollars upon account of purchase money (two thousand five hundred and fifty dollars) of a tract of land in Central township, being entry No. 1,817, James Smith, s.w. fractional section 17, and containing fifty-one acres. The title, on investigation, to be satisfactory, and a warranty deed given. The terms of said purchase are one-fourth cash, the balance in one year, with the privilege of paying the same any time before maturity; the deferred payments to be secured by deed of trust on the property.

[Signed]

E. E. WILLIAMS.”

Assuming that both parties were equally bound by the stipulation of this receipt, what did it bind them respectively to do? It clearly defines and identifies the property in question, and sets out definitely the terms of payment in case the proposed sale should be consummated; but it neither bound Taylor to take, nor Williams to convey, the premises unconditionally. The proposed conveyance was to be made only in case Taylor, on investigation, should be satisfied with the title. “The title,” on investigation, was “to be satisfactory” to him, or there was to be no sale. That is the plain sense of the contract; too plain to be mistaken or misunderstood. The power was vested in Taylor to determine whether the trade should go on or be abandoned, so that he did not object to the title captiously or unreasonably.

Nor was it the duty of the defendant to furnish an “abstract of title,” as claimed by one of the plaintiff's counsel. It was the duty of Taylor to investigate for himself, and, in a reasonable time, declare the results of such investigation. He did so, and, finding the title unsatisfactory, so notified the defendant, as the petition itself declares. This was a notification to the defendant that the plaintiff would not, as the matter then stood, proceed further with the transaction. Had nothing further been done on either side, it could not be pretended that any adequate foundation had been laid for the desired decree, however inconvenient it might have been for the plaintiff not to possess himself of the estate in question.

The plaintiff's counsel have not ventured to rest the case on grounds so wholly insufficient. They, therefore, seek to strengthen it by the introduction of an additional element, to-wit: a new promise--a promise to “perfect the title.” There was no such undertaking in the original agreement. By that the plaintiff was to judge of the title and determine for himself whether he would proceed with the bargain. To make the new element available, the plaintiff avers in the petition that the defendant, on being informed of the defectiveness of the title as it stood, thereupon “undertook and promised to perfect the title;” that the plaintiff, in the meanwhile, relying on such new promise, held himself in readiness to take the property when the title should be made good. The attempt is to ingraft the new promise upon the old one, and thus bring it under the protection of the written agreement. The case is thus made to turn upon what of importance may be attached to this alleged new promise or engagement to “perfect the title.”

The defendant, by his answer, denies the truth of the allegations, and puts the plaintiff upon his proof. The plaintiff was the only witness offered in support of the averments. He testified that Mr. J. G. Barry was the agent of the defendant, the defendant himself being a non-resident; that he notified Barry of the unsatisfactory character of the plaintiff's title, and that Barry...