139 Minn. 252 | Minn. | 1918
The action is for specific performance of a written contract between plaintiff and defendant Halk, whereby the latter agreed to convey certain land in Pennington county, South Dakota, in consideration of the transfer and delivery to Halk of the household goods, furniture and good will of the business as conducted in a double rooming house known as Nos. 143 and 145 West Fifth street, St. P'aul. The trial resulted in a decision granting plaintiff the relief asked. Defendants appeal from the order denying a new trial.
The main contention of defendants on this appeal is that the facts found do not authorize a decree for specific performance, for the reason that plaintiff did not own part of the furniture she agreed to transfer to Halk, and that the contract was illegal. The findings of fact are not challenged by any assignment of error, except in an unimportant particular. The decision of the trial court must therefore stand, unless the facts found do not support the conclusion of law or some erroneous ruling affecting the result occurred on the trial.
The court found none of the allegations of the answer as to fraudulent and false representations true. The contract of exchange, the execution of which was admitted in the answer, must therefore be held binding. This contract gave either party but 60 days’ time to perfect the title to the property to be exchanged, but time was not made the essence of the agreement and could be waived. By the answer and testimony defendants admit that there was a defect in plaintiff’s title occasioning the escrow arrangement. It is unquestioned that, on the day Halk abandoned the personal property delivered to him under the contract and the escrow agreement, the title thereto was perfected by plaintiff, who next day delivered to him documentary evidence thereof. "We fail to see wherein plaintiff was not then entitled to specific performance of the contract, there having been no fraud in its inception. The learned trial court in the memorandum states that, on learning of the abatement proceeding on October 15, Halk had the undoubted right to surrender the contract. This is probably correct, not, however, as appellants contend, on the ground of fraud, but for the reason that the good will of the rooming business which plaintiff had agreed to transfer as well as the use of part
We think there is no merit in the errors assigned upon the refusal to the court to receive evidence as to the relative value of the exchange properties. Halk no doubt knew the value of the equity in his South Dakota land and the court found that there was no misrepresentation as to the value of the furniture or good will of the rooming business after-hearing evidence respecting the same.
It is true enough that a court of equity may decline to enforce an unconscionable contract. But a defense on that score must be based upon allegations of facts' and not upon conclusions. Leave to amend was sought, but amendments of pleadings on the trial are largely within the sound discretion of the trial court and we are unable to see any abuse in the denial of the amendments proffered.
Appellants argue very earnestly that the contract is illegal because it concerns property part of which had been seized in the abatement proceeding. It is said the contract is an attempt to nullify the effect of the abatement statute, and to interfere with the suit to enforce it. We discover no intent to evade the statute or impede its enforcement by this contract. It cannot be said that the institution or pendency of the abatement proceeding forfeited the property seized or terminated Edna Brooks’ title thereto. Nor did her failure to answer divest her of ownership. Not until after the .state had adduced proof sufficient to sustain the allegations
Error is assigned upon the refusal of the court to receive evidence touching what Halk had learned, subsequent to the deal, concerning the desirability of the premises for a rooming house. Since the court failed to find that any false or fraudulent representations were made in respect to the business or property to induce Halk to enter the contract, it follows that what he afterwards learned about it is of no consequence in this lawsuit. Neither is the alleged admission of plaintiff’s agent, that he did wrong 'in selling the Brooks’ furniture, material in view of the findings that no misrepresentations were made to bring about the exchange.
Halk was asked: "Why did you stay there after you found it had been condemned or after you understood it was in part at least owned by the sheriff, or had been condemned as ’a nuisance ?” Error is assigned upon the ruling sustaining an objection to the question. This cannot be held reversible error. The court was not advised as to what the answer might be, and moreover the question assumed the situation to be very greatly different from what it actually was.
Neither can Halk ask for a reversal because the decision favors him by not referring to the chattel mortgage to which the contract provides that the transfer of the furniture shall be subject.
Our conclusion is that no prejudicial error is.made to appear.
Order affirmed.