Williams v. Manchester Bldg. Supply Co.

• Decision Date: 12 March 1957
• Docket Number: No. 19628,19628
• Parties: M. B. WILLIAMS v. MANCHESTER BUILDING SUPPLY COMPANY.
• Court: Georgia Supreme Court

Page 129

97 S.E.2d 129

213 Ga. 99

M. B. WILLIAMS v. MANCHESTER BUILDING SUPPLY COMPANY.

No. 19628.

Supreme Court of Georgia.

March 12, 1957.

Syllabus by the Court.

1. A court of equity will not decree the specific performance of a contract for the sale of land unless there is a definite

and specific statement of the terms of the contract.

2. The terms of the option set forth in the petition being so vague, uncertain, and indefinite as to be incapable of enforcement, the petition failed to set forth a cause of action for specific performance.

3. A petitioner, under his prayer for general relief, may have only such other relief as is consistent with the case set forth in the petition and with the special prayers.

J. B. Peavy, Hamilton, Hatcher, Smith & Stubbs, Columbus, for plaintiff in error.

Wm. Burton Steis, Hamilton, G. C. Thompson, Manchester, for defendant in error.

ALMAND, Justice.

The judgment under review is one overruling a general demurrer to a petition seeking the specific performance of a contract to sell a tract of land. The petition made the following case: On September 18, 1956, Williams (hereinafter referred to as the vendor) executed a written option to Manchester Building Supply Company (hereinafter referred to as the vendee) to sell and convey to the vendee 1,101.87 acres in certain described land lots in Harris County, for a consideration of $30 per acre, $500 being then paid on the purchase price, and the vendee being given sixty days from the date of the option to consummate the purchase. In the option, the vendee granted to the 'seller the right to reserve the home house where the seller now lives, together with Fifty (50) acres of said land lying East of said House and Fifty (50) acres of said land lying West of said house. The house and the said One Hundred (100) acres of land to be particularly designated by a survey to be completed at a later date.' It was alleged that, on November 16, 1956, the vendee accepted the option, tendered the full purchase money to the vendor, and agreed to unconditionally and fully perform all of the obligations required by the option, but that such tender was refused. In his petition, the vendee tendered and offered to pay the full purchase price into the court. It was further alleged that the sales price of the land set forth in the option was a fair and reasonable value of the land. The prayers of the petition were: for the specific performance of the terms and obligations of the option, for the enjoining of the vendor from changing the status of the property, and for such other and further relief to which the vendee might be entitled by reason of the facts set forth in his petition.

The general demurrer of the vendor raises this question: are the terms of the option contract so vague, uncertain, equivocal, and indefinite that equity will not require it to be specifically enforced?

1. A court of equity will not decree the specific performance of a contract for the sale of land unless there is a definite and specific statement of the terms of the contract. The requirement of certainty extends not only to the subject matter and purpose of the contract, but also to the parties, consideration, and even the time and place of performance, where these are essential. Its terms must be such that neither party can reasonably misunderstand them. It would be inequitable to carry a contract into effect where the court is left to ascertain the intention of the parties by mere guess or conjecture, because it might be guilty of erroneously decreeing what the parties never intended or contemplated. Georgia Southern & F. Ry. Co. v. Taylor, 142 Ga. 350, 82 S.E 1058; Dowling v. Doyle, 149 Ga. 727, 102 S.E. 27; Saye v. Adams Loan & Inv. Co., 173 Ga. 24, 159 S.E. 575; Erwin v. Hardin, 187 Ga. 275, 200 S.E. 159; Perrin v. Richardson, 142 Ga. 394, 83 S.E. 102; Healen v. Healen, 209 Ga. 268, 71 S.E.2d 537; Harris v. Trippi, 209 Ga. 369, 72 S.E.2d 704.

2. Although the description of the tract of land which the vendee agreed to buy is specific and certain, an analysis

of the other terms of the contract shows that they are too vague, uncertain, and indefinite to be specifically enforced. The vendor was granted the option 'to reserve the...