81 N.J. Eq. 264 | New York Court of Chancery | 1913
Complainant’s bill is filed to reform a written contract made between complainant and five of the defendants as parties of the first part, on the one hand, and the other defendant Mirabeau Sims on behalf of the Sims-ELent Company, a corporation then in process of organization, as party of the second part, 'on the other.
At the time of the execution of the contract, complainant was the owner of a tract of land in the town of Dover, and previous to the execution of the contract, negotiations had taken place be
Complainant and all of the other defendants, except William H. Baker, met Sims at complainant’s office on the 13th day of February, 1906, for the purpose of preparing a written contract. A draft or memorandum of the contract was first made by Sims himself and then a lawyer, Mr. Ellicott, was sent for to put the contract in form. The form of the contract was dictated in the presence of all the parties (except William H. Baker), copies were prepared and handed to all the parties present, and the contract was either read by each one or read aloud, and afterwards exe- . cuted by all except William H. Baker, in Mr. Ellicott’s presence and as the subscribing witness. On the following day Mr. William II. Baker also signed the contract in Mr. Ellicott’s presence. This written contract was in form, only one between complainant and the five- defendants other than Sims, as parties of the first part, on the one hand, and Sims, on behalf of the Sims-Kent Company, as a corporation then in process of organization, on the other, as sole party of the.second part. It was provided that in consideration of Sims or the company erecting and equipping buildings for operation upon a lot 'in Dover, therein described
By this contract no provision was made for any payment by the .company for the conveyance to it of the lands either of Birch or Baker, nor was such payment by the company contemplated as part of the contract to be entered into by the company. The complainant’s present claim by his bill is, that it was a part of the entire contract between himself and the other defendants except Sims; that it was agreed between them all that the value of his land to be conveyed to the company was to be fixed at $2,500; that the complainant himself should make a contribution toward its value of the sum -of $500, and that the remaining $2,000 should be paid to him by the other five parties of the first part, each of these five persons agreeing to pay complainant $400.
The bill seeks to rectify or reform the contract with Sims by having this agreement between him and the other five parties of the first part, as to the payment to him for his land, inserted as part of the contract, and the bill charges that it was the intention of all the parties to. the contract that this agreement between them should be incorporated in the written contract, and that
The issues between the parties relate — first, to the existence of the alleged oral agreement between complainant and the other parties of the first part- to the contract, for the payment by the latter to complainant of a portion of the value of the land conveyed by him to the company, and whether this can be proved by parol evidence, and second, to the further understanding or agreement that this agreement as to compensation was intended by all parties to the contract to be inserted in the written contraer actually signed.
Without going into the details of the evidence my conclusion is, that complainant has failed on the proofs to support either of these issues and that his bill must be dismissed. As to the character of proofs required, courts of equity are as much bound by the provisions of the statute of frauds in this respect as courts of law, and are not at liberty to disregard them. Brewer v. Wilson, 17 N. J. Eq. (2 C. E. Gr.) 180, 184; 1 Story Eq. Jur. 753; 29 Am. & Eng. Encycl. L. (2d ed.) 845. In determining what contracts come within its scope, courts of equity and law follow the same rules (8 Pom. Eq. Jur. § 129S), and in these matters of construction of the statute equity follows the law. 1 Pom. Eq. Jur. § 426. The decision of the supreme court in Birch v. Baker (1909), 79 N. J. Law (50 Vr.) 9, upon the application of the statute, is therefore a binding authority controlling this case as to the application of' the statute to the agreement for payment
On the second issue, the alleged omission of the agreement from the written contract by mistake, which is the equitable ground of relief relied on for protection against the statute, I conclude on the proofs that the evidence shows that the agreement in its present form was the agreement intended to be signed by the complainant, as well as by the other parties of the first part and the defendant, Sims, and that if there was any misapprehension or mistake on the part of the complainant in reference to the agreement with the other parties as to the compensation for his lands, it was not a mistake as to the promise for payment being either intended to be or actually being in the agreement at the time it was signed. The mistake which is equitable ground for reformation of a written contract must be clearly shown to have been a mutual' mistake, and the mistake must be established by such force of proof as leaves no rational doubt of the fact of mistake. Green v. Stone (Court of Errors and Appeals, 1896), 54 N. J. Eq. (9 Dick.) 387, 399, 400. The evidence offered by complainant upon this issue of mistake falls far short of this requirement. Complainant’s own evidence on this point is indefinite and unsatisfactory, and the account given by his son, William E. Birch, called on his behalf, of the conversation in reference to the payment for the land at the time the agreement was drawn and signed) justifies the inference that for payment by any of the defendants the complainant relied expressly on the word or implied consent of the defendants-then present, and not on the insertion in the agreement of any provisions for payment of ■ the land. Mr. William Birch says that to the persons around the desk in his office, when the contract was brought in by Mr. Ellieott for signing, he asked if it was all right and in proper form, and on his reply that it was, his father then said, "Gen
The substantial claim of the defendants now resisting payment to the complainant, is that the money to be paid to complainant for his lands was to be raised by or through the agency of the Dover Improvement Company and by subscription from the defendants, or some of them, and other citizens and persons interested in the establishment of the manufactory in the town. They claim that their participation in the contract in question was solely for the purpose of joining with complainant in protecting the- Sims company in undertaking the establishment of its factory, and that the matter of their payment or contribution toward payment for complainant’s land, to be conveyed by him to the Sims company, was not and was not intended by any of the parties to be included in the agreement. My conclusion on the proofs is that the contract was executed in the form agreed on and intended.
A dismissal of the bill will be advised.