Adams v. Smilie

| Vt. | Aug 15, 1877

The opinion of the court was delivered by

Barrett, J.

It is found from all the evidence that the stoves, by the actual agreement between the parties, were to be paid for in the manner alleged by the orator, and that he paid $1000 in money, and duly tendered a good and sufficient deed of the land which the defendant was to have for the residue of the price of the stoves. The written contract is, that orator “ agrees to have and receive said stoves of Smilie at the above mentioned price, and pay for the same when delivered.”

In the defendant’s suit at law, the rule of evidence would prevail that does not permit anything but the writing to show what were the terms of the contract. The orator, therefore, comes into a court of equity, to have it determined upon the actual and entire transaction, whether the defendant is entitled to hold him to the operation of the writing, according to the legal import of its terms, when made the ground and cause of action for its alleged non-performance, in a suit at law. In this view, and to this intent, the writing is not exclusive and definitive, but is only a fact ♦in evidence, to be taken and considered in connection with all the other facts to which it is related in such a way as to be affected by them, touching the use which the defendant may rightfully make of it as against the orator.

The defendant cannot, in this case, stand upon that rule of evidence, as he was standing on it in his suit at law. The fact that he was thus standing on it in that suit, gave the occasion for the orator to come into a court of equity. It would seem strange if, when the attempt to enforce such a paper according to the legal import of its terms would be fraudulent and wrong, the face of the paper should be held conclusive upon the question of such fraud and wrong when raised in a court of equity.

Again: The Statute of Frauds does not preclude the orator from the remedy he seeks. He is not asserting a claim to an interest in land by virtue of a parol agreement. The defendant has brought a suit at law against the orator, counting on a contract for stoves to be delivered to the orator, which he shows in writing, and claims to recover, according to its terms, for the breach of it, and is claiming to be paid in money, as the legal result of the contract, for what he claims as an unpaid balance. See Smith v. Smith, 14 Vt. 446. The orator received the stoves, and paid $1000 in money towards the price. For the residue of the price he executed and tendered to the defendant a deed of land in payment, which he claims the defendant was bound to receive in pavment and satisfaction of such residue of price. If the orator is right in this, the contract was fulfilled and performed by the orator, as well as by the defendant, and so nothing is open for the Statute of Frauds to operate upon.

The object of the bill is to prevent the defendant from enforcing payment of $2000 in money, after he has been offered full pay in the manner in fact stipulated.

Again : in faith and reliance upon the agreement of the defendant to take the land in payment, the orator received the stoves, and paid the $1000, and did various things by way of clearing the land of incumbrances resting upon it, which, otherwise, he would not have done, and which he would have had no motive or interest in doing, had it not been for the agreement of the defendant to take the land in payment for the stoves. In this view, the familiar doctrine of equitable estoppel would require the defendant to be withheld from asserting the legal effect of the writing, as against the real agreement, and consequent acts, of the parties under it.

In such case, the court of equity will find the actual truth of facts, and accord effectual remedy against the attempted fraud which would result, — not by way of affirmatively enforcing the real contract, but by preventing the party from enacting bad faith, under cover of a writing drawn by himself, a lawyer, which, as we find, the orator was induced to sign in reliance on the defendfendant’s representation that that was the proper way to draw it, to effectuate the bargain that had been made between them.

There is still another view. We find, it proved, as alleged in the bill, that it was agreed by the parties, that the deed should be put into the hands of Dr. Fales, who, when the stoves had been delivered according to the contract, was to deliver it to Mr. Smilie, and that it was accordingly put into Dr. P.’s hands, to be delivered as thus agreed, and after that, Mr. Smilie directed Dr. F. to keep the deed for him until he had delivered the stoves to the orator, and then to deliver the deed to the defendant, Smilie, and Dr. F. agreed so to do, — and that after the stoves had been delivered, Dr. F. carried the deed to the defendant and offered it to him, and he took it, but soon threw it down, and refused to keep it. In this view, Dr. Fales was holding the deed of the land as the depositary of the parties, according to their respective rights ; and, after the stoves had been delivered, he was holding it in the right of the defendant. He was answerable to the defendant as such depositary, and the orator had no right to recall or control it. When Dr. F. carried and offered it to the defendant, he could not, by refusing to keep it, and by throwing it down after having taken it from Dr. F., as we find from the testimony he did, undo the effect of the transaction as to the deed, as it had gone on pursuant to the agreement of the parties, down to the offering of it by Dr. F. to the defendant. It operated a satisfaction of the obligation of the orator to pay for the stoves, which the defendant could not go back upon and repudiate ; and thereupon be permitted to assert against the orator the enforcement of the contract of purchase according to the terms of the writing, by a suit at law.

It is fully within the power of a party to become satisfied of a money demand, in the forum of equity at least, by something besides the direct payment of money.

As to the supplemental bill, it suffices to say, that the orator sold and conveyed to the defendant one half of the foundry property, and, as part of the price, the defendant assumed the payment of one half of the Glisson mortgage, which mortgage covered said foundry property and also the house which was conveyed by the orator to Humphrey in exchange for the Moretown farm, which farm was to be deeded to the defendant free of incumbrance, in part payment for stoves, as above shown. The title to said farm, as conveyed by Humphrey to the orator, was subjected to the clearing of said house from the incumbrance of the Glisson mortgage. In order to free the title of the Moretown farm from this hitch, the Glisson mortgage must be paid. It was the duty of the defendant to pay one half of it, as purchase money of the foundry property. The orator had the burden of the other half. Said mortgage was foreclosed, and the defendant did nothing towards redeeming it. For the purpose of saving the property against that decree, the orator had procured Judge Poland to purchase it, and under an arrangement that the property should be conveyed to the orator after the decree had become absolute. This operated a redemption by the orator of the entire mortgage, and left the defendant bound to reimburse his half of the redemption money.

As the result of the whole case, the following mandate is made:

The decree dismissing the bill is reversed, and it is considered and adjudged that said defendant be perpetually enjoined from prosecuting said suit pending in the County Court, and from attempting in any manner to enforce payment of the balance claimed by him for said stoves, otherwise than by receiving the deed set forth in said bill and exhibited in evidence of said land in 'Moretown described and conveyed by said deed, which said deed is to be delivered to him on request.

It is further considered and adjudged, as to the matter of said supplemental bill, that said defendant pay to the orator the sum of being one half of the sum due and costs on the foreclosure of the Glisson mortgage, April 1, 1874, with interest thereon from said April 1, 1874.

The cause is remanded to be disposed of as above, without prejudice to any right which the orator may have by virtue of the mortgage to him of the foundry property so called, executed by the defendant August 24, 1869, conditioned for the payment of one half of said Glisson mortgage — as set forth in the defendant’s answer to said supplemental bill. The orator to recover costs.