Thomas v. Eason
| Decision Date | 12 March 1952 |
| Docket Number | Nos. 17731,17732,s. 17731 |
| Citation | 208 Ga. 822,69 S.E.2d 729 |
| Parties | THOMAS v. EASON. EASON v. THOMAS. |
| Court | Georgia Supreme Court |
Syllabus by the Court.
1. The court did not err in overruling the demurrers of the defendant to the petition.
2. In the absence of fraud, accident, or mistake, a complete, unambiguous contract cannot be enlarged by parol evidence which is inconsistent with the written instrument.
3. Fraud which will relieve a party who can read from reading a contract prepared for his signature must be such fraud as prevents him from reading.
Thomas R. Eason filed a petition for the specific performance of an alleged written contract for the sale of land, against B. D. Thomas, and in substance alleged: On August 25, 1950, the defendant executed and delivered to the petitioner the exclusive and irrevocable option and right to purchase described lands. At the time of the execution and delivery of the contract, the petitioner paid the defendant $1 as recited in the contract. The defendant agreed to sell the lands described to the petitioner for $7,500, which was the value of the lands described, 'and said contract was fair and just.' On October 2, 1950, the petitioner gave to the defendant written notice of acceptance of the offer to sell, as provided by the contract, which notice was given by registered mail, as provided in paragraph 9 of the contract. On November 22, 1950, the petitioner tendered to the defendant $7,500 in lawful currency of the United States, 'which money was tendered to said defendant for said land under the terms of said contract,' and the defendant refused to accept the money and stated he would not sell the lands to the petitioner. Money damages would not afford the petitioner adequate relief, and the defendant should be required to perform his contract. The prayers were for process, that the defendant be required to specifically perform, and to convey the land to the petitioner under the terms of the contract, that the defendant be enjoined from conveying the lands to others, and from selling or cutting the timber on the land, and for other relief.
A copy of the option was attached to the petition as 'Exhibit A,' and in so far as material to the rulings here made, the recitals of the contract were: In consideration of the sum of $1, the undersigned agrees to sell and convey to Thomas R. Eason described lands. The option is given to enable the buyer to obtain a loan made or insured by the United States of America, acting through the Administrator of the Farmers Home Administration, pursuant to Title 1 of the Bankhead-Jones Farm Tenant Act, as amended, 7 U.S.C.A. § 1001. The total purchase price for the lands is $7,500, in addition to the $1 above mentioned. The seller agrees to furnish title insurance, such as the government shall approve. The option may be exercised at any time while the offer shall remain in force by mailing, or telegraphing, or delivering in person, a written notice of acceptance to the seller at a given address, the offer to remain irrevocable for a period of three months. Section 12 of the contract provides that the purchase price stipulated in the option represents the entire consideration for the sale of the land, and that any person making a false representation is subject, upon conviction, to be punished as provided by certain sections of the Code of the United States, and that any side agreement between the seller and the buyer for the payment of a greater or less sum is void and unenforceable. In Section 13 it is provided that, if any money or thing of value should be paid or delivered to the seller by the buyer in addition to the purchase price, such excess payment shall be deemed to be intended as a payment on the buyer's indebtendess owed to, or insured by, the Government.
The defendant filed general demurrers to the petition, on the grounds that it set out no cause of action and there was no equity in the petition. He demurred specially to the allegation that $7,500 'was tendered to said defendant for said land under the terms of said contract,' on the grounds that it is a conclusion and not based on pleaded facts; that it does not allege that the sum was procured from the United States of America; and that the option is in the alternative, and the allegation that the sum was tendered 'under the terms of said contract' is ambiguous, and should be construed against the pleader. The defendant's general and special demurrers were overruled, and exceptions pendente lite were filed to that judgment.
In his answer the defendant alleged: The agreement reached by the petitioner and the defendant was that the defendant was to pay $10,500 for the farm. The petitioner stated to the defendant that the Government would not make a loan exceeding $7,500, but that the petitioner would pay the balance of $3,000 on the side to make up the purchase price of $10,500. The defendant cannot read without his glasses because of defective eyesight, and he had left his glasses at Kingston, in North Georgia, and could not read the option. The petitioner stated that he was in a special hurry to get the option signed in order to procure a Government loan, and the defendant, 'knowing that petitioner was an ordained minister of the gospel * * * reposed utmost confidence in his honesty and integrity and agreed to let the petitioner read the option to him.' When the petitioner had finished reading the option, he assured the defendant he would receive the balance of $3,000 when the deed was signed, and the defendant signed the option, believing that the petitioner had truthfully and textually read the entire option to him. On September 7, 1950, the defendant received a letter from the petitioner, enclosing a revised option to be signed by the defendant, which was the same as the one the defendant had already signed except that the revised option showed the amount of $7,469, instead of $7,500, as the purchase price. The defendant in the meantime had recovered his eyeglasses, and he read the revised option, and for the first time learned that the misrepresentation of the purchase price made the petitioner and the defendant criminals under the Federal laws, and subject to fine and imprisonment; and further learned for the first time that the payment of $3,000 as agreed upon would have to be paid to the Government and would inure to the benefit of the petitioner under the terms of paragraph 13 of the option. The petitioner did not read paragraphs 12 and 13 of the option to the defendant, and he did not know of the terms of said option until he read the revised option. The petitioner knew that the contract he was urging the defendant to sign was illegal, and his failure to read the contract in its entirety was for the purpose of misleading the defendant into signing an illegal contract. As soon as the defendant found that he had been duped by the petitioner, he refused to sign the revised option, and notified the defendant that he was rescinding the option for fraud. There has been a total failure of consideration, in that the petitioner has not procured a loan made or insured by the United States of America. The agreement to make a side payment of $3,000 is illegal and against the public policy of the United States, and the petitioner is estopped to damand specific performance of the option for the reason that he does not come into a court of equity with clean hands.
The petitioner filed demurrers to the defendant's answer, which were overruled, and exceptions pendente lite were filed to this judgment. The trial resulted in a verdict and judgment for the specific performance of the contract. The defendant's motion for new trial, as amended, was overruled, and in the main bill of exceptions the defendant assigns error on the judgment overruling his motion for new trial, and on his exceptions pendente lite to the overruling of his demurrers to the petition. By cross-bill of exceptions the petitioner assigns error on his exceptions pendente lite to the overruling of his demurrers to the defendant's answer. The parties will be hereinafter referred to as they appeared in the trial court.
W. J. Forehand, Sylvester, P. Q. Bryan, Moultrie, Robert Culpepper, Jr., Camilla, for plaintiff in error.
Ford & Houston, Sylvester, for defendant in error.
1. The trial court did not err in overruling the general demurrers of the defendant to the petition. A cause of action for specific performance of the contract was duly set forth in precise allegations. The special demurrer of the defendant to the allegation that the purchase price 'was tendered to said defendant for said land under the terms of said contract,' as being a conclusion, is without merit. That the tender was made under the terms of the contract is not a conclusion, when viewed with the other...
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