Towsley v. Champlain Oil Co., 1007
| Decision Date | 06 May 1969 |
| Docket Number | No. 1007,1007 |
| Citation | 127 Vt. 541,254 A.2d 440 |
| Court | Vermont Supreme Court |
| Parties | Nathan R. TOWSLEY v. CHAMPLAIN OIL COMPANY, Inc. |
Ryan, Smith & Carbine, Rutland, for plaintiff.
Black, Wilson, Curtis & Bryan, Burlington, for defendant.
Before HOLDEN, C. J., SHANGRAW, BARNEY and KEYSER, JJ., and DALEY, Superior Judge.
The plaintiff, believing he had struck a sound bargain, proposed to carry it out against the wishes of the defendant. To accomplish this, he brought a petition in equity asking for specific performance in his favor as seller against the defendant as buyer. Although the lower court gave him some relief, as will presently appear, specific performance was denied. The defendant appealed the relief granted and the plaintiff is here arguing his claim for specific performance.
The controversy centers around negotiations for the purchase of the plaintiff's filling station property, carried on between the plaintiff and a salesman employed by the defendant. The bargaining culminated in the plaintiff's affixing his signature to a sale contract prepared by the defendant's attorneys at its direction, and containing such terms as the defendant wished to incorporate. As well as fixing the sale price, the contract provided for the exchange of deed and consideration to be deferred for five months, with the defendant paying $200.00 a month rent for the station during that time. These rental payments were to apply on the purchase price of $18,000.00. During this period, and a little beyond, activities were carried on in connection with the impending sale by both parties, with no indication that the transaction would not be consummated. However, the contract was never executed by an authorized agent of the defendant or returned to the plaintiff, nor was any rent ever paid.
The plaintiff sought relief in equity. To maintain his action, he was required to establish, initially, the existence of a contract with the defendant. Since the defendant was relying on the applicable provision of the Statute of Frauds (12 V.S.A. § 181(5)) making oral contracts for the sale of lands subject to evidentiary exclusion, the plaintiff then needed two stages of equitable relief to prevail. First, he had to convince the chancellor that equitable considerations justified taking the contract out from under the Statute of Frauds. Second, he then had to justify, as a seller, having this contract specifically enforced. The pleadings raised these issues, and required the chancellor to deal with the evidence offered relevant to them.
The chancellor found the salesman-agent empowered to bind the defendant to the lease, but not to the contract for sale of the land. On that basis recovery was allowed for the five month's rental, but no damages or enforcement on the land contract.
The defendant argues that the lease and the land sale agreement were but parts of a single transaction and a single contract. It urges that there was no authority in the agent to execute either one, and that therefore the whole instrument is unenforceable.
The chancellor found the lease enforceable because of apparent authority in the agent to bind the defendant to that agreement. Although he did not find the land sale arrangement likewise enforceable, his findings appear to turn his rejection on the lack of an authorized signature for Statute of Frauds purposes, rather than on any lack of a corresponding apparent authority in the agent for the land purchase.
With the findings silent on the issue relating to equitable relief from the Statute of Frauds, this case might appear to be open to the criticism found in Potwin v. Tucker, 126 Vt. 414, 418-419, 234...
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MacEdward v. Northern Elec. Co., Ltd.
...part performance to mitigate the harsh inequities that would result from a mechanical application of the Statute. Towsley v. Champlain Oil Co., 127 Vt. 541, 254 A.2d 440 (1969); Cooley v. Hatch, 97 Vt. 484, 124 A. 589 (1924); Taplin v. Hinckley Fibre Co., 97 Vt. 184, 122 A. 426 (1923). But,......
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Stonewall of Woodstock Corp. v. Stardust 11TS, LLC
...the proposed transfer of title" are not the kind of reliance that removes a land contract from the Statute. Towsley v. Champlain Oil Co., 127 Vt. 541, 543, 254 A.2d 440, 442 (1969). 4. Although the above considerations are enough to render any contract unenforceable under the Statute, we no......
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Bassler v. Bassler
...in the face of the Statute of Frauds, and (2) meeting the standards for specific performance), and Towsley v. Champlain Oil Co., 127 Vt. 541, 542-43, 254 A.2d 440, 441 (1969) (one seeking specific performance of an oral contract to sell land needs two stages of equitable relief to prevail: ......
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Chomicky v. Buttolph, 84-434
...irretrievably change their position in reliance on the oral agreement. Id. at 290, 376 A.2d at 34 (citing Towsley v. Champlain Oil Co., 127 Vt. 541, 543, 254 A.2d 440, 442 (1969)). Moreover, we have consistently held that the reliance must be something beyond injury compensable by money to ......