Ames v. MontclairAmes v. Montclair
The bill is for the specific performance of a contract to sell land. The Montclair board of education, April 24th, 1923, passed the following resolution:
“Mr. McKinney moved that this property [the land involved in this suit] be offered for sale at private sale to any purchaser who may offer at least the price of $29,260, and that it should be sold subject to restrictions and present encumbrances, and subject also to any liens for improvements that may have been made, and that the secretary be authorized to enter into a contract with any purchaser willing to pay that price on those terms and conditions, and that after consulting with the town attorney as to the proper form of deed to be drawn, the president and secretary be authorized to draw up, execute and deliver said deed.”
The next day the complainant, at the instance of Union N. Bethell and his son Richard, submitted to the secretary of the board the following proposal, which was accepted:
“April 25, 1923.
Mr. Fred P. Reagle, Secretary, Board of Education, Montclair, New Jersey.
Dear Sir —
I hereby offer to purchase from the board of education of the town of Montclair, the real estate owned by it, being the plot of land on the easterly side of North Mountain avenue, having a frontage on North Mountain avenue of two hundred feet, and extending through to Edgemont road, as more particularly described in the advertisement in the Montclair Times of the issue of March 31st, for the sum of twenty-nine thousand two hundred and sixty [$29,260] dollars cash, to be paid one thousand [$1,000] dollars on the acceptance of this offer and the balance on passing of the title, within a reasonable time after the acceptance of this offer.
I will accept a title to the premises subject to restrictions and present encumbrances, and subject, also, to any liens for improvements that may have been made prior to this date, and will be glad to execute a formal contract for the same as soon as the same can be prepared and presented for signature.
I enclose herewith check for $1,000, being the original deposit.
Yours very truly,
[Signed] WM. WHITNEY AMES.
Accepted for the board of education, Montclair, N.J., April 25, 1923.
[Signed] FRED P REAGLE, Sec.”
Later, the board rescinded the resolution, and sold the land to the defendant French for the same price, and after this bill was filed conveyed it to him. He took with notice.
The background of this action is a long and bitter struggle between Mr. Bethell, a member of the board, to retain the land for a school site, and a group of residents of Montclair, who objected to a public school in their midst, in which village politics played no unimportant part. The group had the sympathy of three of the five members of the board and the strenuous opposition of Mr. Bethell, who consistently voted against all efforts to dispose of the land. On May 22d the group urged the board to reject Mr. Ames’ contract, and a resolution was passed requesting him to withdraw. At
“To the Board of Education:
Respecting the Edgemont land recently sold by the Board of Education, and the adjoining so-called Sussman lot, I am authorized to say that these properties will be held [unimproved] for a reasonable time so that the board may take them if they are desired for school purposes; that if, under condemnation, which may be necessary to remove restriction, the property is to bring less than the price paid by the present owner plus carrying charges and the usual five per cent. agent‘s commission, someone [but not the town] will lose the difference, and that if they bring more, the excess will be given to the board of education.
[Signed] U.N. BETHELL.”
At a later meeting the solicitor of the board, to whom it had been referred, advised the board that he was of the opinion “that the whole proceeding is invalid, for the reason that the resolution passed by the board at the meeting of April 24th delegated to a ministerial officer, the secretary of the board, the duty of exercising a discretion in accepting a proposal for the Edgemont land,” and also that “if any member of the board [meaning, of course, Mr. Bethell] is interested, directly or indirectly, in the contract for the purchase of the Edgemont property, the contract is invalid,” and thereupon a resolution was passed canceling the Ames contract, and another was adopted to sell the property for $29,260, and upon a bid of that sum being submitted by one of the group, in the name of Mr. French, it was, on motion, accepted.
Now, to go back to the night of April 24th: When Mr. Bethell returned to his home after the meeting, he related to his son, Richard, what had happened, and it was arranged that the son should buy the property, the father to finance the project. The next morning Mr. Ames, under instructions, submitted the proposal and gave his own check for $1,000, the initial payment on the purchase. Richard borrowed a thousand dollars from a bank on his note, secured by collateral, which he deposited to Mr. Ames’ credit to anticipate the latter‘s check. In order to finance the purchase,
The cancellation by the board of the Ames contract was by no means in conscientious discharge of official duty. The stage had been set for the group to buy, and the board being
Richard is a young man of twenty-three, unemployed, lives with his father who supports him, has no means worth while, had little or no business experience, and none in real estate. He has a rich and kindly disposed father. There is no room for the slightest suspicion that Mr. Bethell‘s activities in the matter are not entirely unselfish, and that he was not actuated solely by a desire to serve his community and protect its interests, plus, perhaps, his determination not to be outdone by the group. But despite his sacrifices and the means he adopted to detach himself from the sale and from any possible profit and to remove all grounds for imputation of ulterior motives, and although he be justly entitled to his community‘s appreciation and gratitude, his underlying interest in the contract is sufficiently material to influence a court of equity, in the exercise of a sound discretion, not to enforce it. For, and it cannot be, plausibly, gainsaid, in the final analysis the contract, its fruits and consequences, is dominated and controlled by him as absolutely as if it were in his own name to do with as he will. Good faith of his intention to be disinterested must be conceded, but his power to rule his son and the destiny of the sale makes for that infection of the contract, which forbids its enforcement. It is an inexorable rule of common law, and it finds expression in our statute, that public servants
The bill will be dismissed.