96 Va. 87 | Va. | 1898
delivered the opinion of the court.
It is an elementary doctrine of courts of equity that they will not specifically enforce any contract unless it be complete and certain. In order that any agreement, whether covered by the statute or not, whether written or verbal, may be specifically enforced, it must be complete in all its parts; that is, all the terms which the parties have adopted, as portions of their contract, must be finally and definitely settled, and none must be left to be determined by future negotiations; and this is true without any regard to the comparative importance or unimportance of these several terms. Pom. Spec. Perf. of Con., sec. 145; Darling v. Cumming, 92 Va. 521.
Applying these well-settled principles to the case before us, the conclusion is easily reached that appellee is not entitled to have specific performance of the contract set up in his cross-bill. The property in question was sold at public auction for cash, and yet it is admitted by appellee that the verbal understanding between himself and appellant, who was not present at the sale, was that appellant could pay $500 cash, and have any time he wanted in which to pay the balance; thus leaving for future negotiation and settlement the time and terms upon which the deferred purchase money was to be paid.
Appellee contends that it was understood that he was to loan the remaining $2,000 to appellant, and secure it by deed of trust on the property. This is positively denied by appellant, but if it were true the insuperable difficulty remains that the terms of sale have never been finally and definitely settled. The parties have never agreed as to the time and terms of paying the deferred purchase money, and the court cannot make a contract for them.
In all contracts of sale the price is, of course, a material term. It must either be fixed by the agreement itself, or
■ In this view of the case it is unnecessary to consider the other grounds of defence relied upon by appellant to defeat the right of appellee to the relief asked. The cross-bill filed by appellee should have been dismissed, and a decree entered perpetuating the injunction theretofore granted appellant enjoining and restraining the appellee, T. M. Wortham, trustee, his agents, and attorneys, from selling, or attempting to sell, the house and lot in question at the risk and cost of the appellant, A. J. Berry.
For these reasons the decree appealed from must be reversed, and this court will enter such decree as the court below ought to have entered.
Reversed.
