William Stewart v. Lewis Griffith

• Citation: 54 L.Ed. 782,19 Ann.Cas. 639,217 U.S. 323,30 S.Ct. 528
• Decision Date: 25 April 1910
• Docket Number: No. 145,145
• Parties: WILLIAM W. STEWART, Appt., v. LEWIS A. GRIFFITH, Executor of Alfred W. Ball, Deceased
• Court: United States Supreme Court

217 U.S. 323

30 S.Ct. 528

54 L.Ed. 782

WILLIAM W. STEWART, Appt.,

v LEWIS A. GRIFFITH, Executor of Alfred W. Ball, Deceased.

No. 145.

Argued April 8, 11, 1910.

Decided April 25, 1910.

Messrs. James E. Padgett and Henry E. Davis for appellant.

[Argument of Counsel from pages 324-326 intentionally omitted] Messrs. Charles H. Merillat, George R. Gaither, and Charles J. Kappler for appellee.

Mr. Justice Holmes delivered the opinion of the court:

This is a bill in equity, brought by the executor of one Ball for the specific performance of a contract made by the appellant to purchase certain land. The plaintiff had a decree in the court of appeals for the District of Columbia, and the defendant appealed. 31 App. D. D. 29. defendant appealed. 31 App. D. C. 29. as follows: 'This agreement, made by and between L. A. Griffith, duly authorized agent and attorney, under a certain power of at- torney from Alfred W. Ball, both of Prince George's county, Maryland, parties of the first part, and Wm. W. Stewart of Washington, District of Columbia, of the second part. Witnesseth that the said W. W. Stewart has paid to the said L. A. Griffith, agent, the sum of five hundred dollars ($500) part purchase price of the total sum to be paid for a certain tract of land, owned by the said Alfred W. Ball,' in Maryland, as described, 'same being sold at the rate of $40 per acre.' 'And the said L. A. Griffith, as the agent and duly authorized attorney of said Alfred W. Ball, hereby grants, bargains, and sells, and agrees to convey by proper deed . . . duly executed by the said Ball to the said Stewart, the said 240 acres of land upon further payments and conditions hereinafter named, to wit: The balance of one half of the purchase price of the said 240 acres, more or less, at the rate of $40 per acre, is to be paid to the party of the first part on the 7th day of November, 1903, and the remaining one half of the total purchase price is to be divided into five equal payments, secured by five promissory mortgage notes, secured by purchase-money mortgage upon the said property, to be given by the said Stewart and wife,' with immaterial details. A burial lot of one acre is reserved, 'conditioned, however, that if the said Ball should desire to abandon the said burial tract. . . . he shall have paid to him therefor by the said party of the second part the sum of ($40) forty dollars,' etc. 'The said land is to be surveyed and a plat made thereof, and the total purchase price is to be at the rate of $40 per acre, as determined by the said survey; the cost of the said survey is to be borne equally by the said parties of the first part and the second parts; the said L. A. Griffith and W. W. Stewart each to pay one half of the total survey costs. Proper deed or deeds of conveyance and abstracts of title of the said land, based upon title search therefor, is to be made and by J. K. Roberts . . . showing clear and unencumbered fee-simple title, in the said land above mentioned and described, in the said Alfred W. Ball, and one half of the total costs for same, not exceeding $50, is to be borne equally by the parties hereto. In case the remainder of the first half of the purchase price be not paid on November 7, 1903, then the said $500 so paid to the said Griffith is to be forfeited and the contract of sale and conveyance veyance to be null and void, and of no effect in law, otherwise to be and remain in full force. . . . The possessory right to all of the said premises on the property mentioned herein is to remain in the said Ball, until the one half payment of the total purchase price herein provided for on November 7th, 1903, has been fully paid and satisfied, to the said L. A. Griffith, agent. Witness our hands and seals this 5th day of June, 1903. L. A. Griffith. Wm. W. Stewart.' With seals.

The first defense is based on this document itself. It is said that the defendant made no covenant, and therefore was free to withdraw if he chose to sacrifice the $500 that he had paid. This contention should be disposed of before we proceed to the other questions in the case. The argument is that the condition of forfeiture just stated and the consequence that the contract is to be void and of no effect in law disclose the only consequences of default on the purchaser's part, much as until well after Lord Coke's time the only consequence of breaking the condition of a bond was an obligation to pay the penalty. The obligor was held to have an election between performing the condition and payment. Bromage v. Genning, 1 Rolle Rep. 368; 1 Inst. 206b; Hulbert v. Hart (1682) 1 Vern. 133. Some circumstances were referred to in aid of this conclusion, but, as we think the meaning of the document plain, we shall not mention them, except in connection with other matters, further than to say that there is nothing that would change or affect our view.

It sems to have been held within half a century after Hulbert v. Hart, that, under some circumstances, at least, a bond would be construed to import a promise of the event constituting the condition. Hopson v. Trevor (1723) 1 Strange, 533, s. c. 2 P. Wms. 191; Anonymous (1728) Mosely, 37 Roper v. Bartholomew, 12 Price, 797, 811, 822, 826, 832; Hooker v. Pynchon, 8 Gray, 550, 552. But in this case we are not confined to a mere implication of a promise from the penalty. The tenor of the 'agreement' throughout imports mutual undertakings. The $500 is paid as 'part purchase price of the total sum to be paid;' that is, that the purchaser agrees to pay. The land is described as 'being sold.' There are words of present conveyance, inoperative as such, but implying a concluded bargain, like the word 'sold' just quoted. So one half of the purchase price 'is to be' divided and the notes secured by mortgage 'to be given;' and in the case of the burial lot, Ball 'shall have paid to him' $40 if he elects to abandon it. Here is an absolute promise in terms which it would be unreasonable to make except on the footing of a similar promise as to the main parcel that the purchaser desired to get. We are satisfied that Stewart bound himself to take the land. See Wilcoxson v. Stitt, 65 Cal. 596, 52 Am. Rep. 310, 4 Pac. 629; Dana v. St. Paul Invest. Co. 42 Minn. 194, 44 N. W. 55. The condition plainly is for the benefit of the vendor, and hardly less plainly for his benefit alone, except so far as it may have fixed a time when Stewart might have called for performance if he had chosen to do so, which he did not. This being so, the word 'void' means voidable at the vendor's election, and the condition may be...