82 Ga. 512 | Ga. | 1889
The result of the mistake being to cause Branch to contract for the purchase of Cooper’s interest, and to pay for it at a price several thousand dollars in excess of its real value, and in excess of the value which would have been shown by the books had they been correct, there can be no doubt that apart from the mere form and shell of contract, Cooper received more for his interest than in equity and good conscience he was entitled to. Had the facts been as both parties thought them to be, Branch would have had value received for all he paid out, but the mistake of fact as to the quantum of Cooper’s interest in the bulk of the assets caused Branch to promise and to pay several thousand dollars for which he got nothing. If the consequences of the mistake can be repaired by the resources of a court of equity, they certainly ought to be. Not to be able to afford some remedy in such a case would, to use the language of Chancellor Kent after Lord Eldon, be “a great defect in the moral jurisdiction of the court.”
It is said that to allow this would be to make a new contract for the parties, especially as Cooper would not have sold for a less price had he known of the mistake. Undoubtedly there is much force in this suggestion, but we think the sounder view of the law is that in all business dealings, there is, if neither party be in laches, an implied agreement to correct mutual mistakes and repair their consequences when the same can be done without injustice; and we can see no injustice whatever to Mr. Cooper in requiring him to refund so much of the price as resulted from the mistake and for which he gave no value. In ascertaining the amount which he ought to refund, he should be allowed the benefit not only of the value of his interest as exhibited by the books when purged of the mistake, but any additional value which his interest really had at the time of the sale. Though Mr. Branch made the purchase at the book valuation, yet he should account for all he got at its real value, not merely at the value shown by the books after correction; for certain assets, such as the lease of the store, etc., were not shown by the books at all, and it would not be just to correct in his favor the mistake without making him account for every dollar in valué which he received, whether entered on the books or not. Thus if the true value was as found by
We distinguished this case from Steadwell vs. Morris, 61 Ga. 97, in several particulars. In that case there was no measure by the partnership books, of the interest bought and sold. There was nothing showing that the mistake was mutual, or that the party aggrieved by it was not in laches, and there was no attempt to repair the consequences until after the lapse of several years. Here books of the firm treated alike by both partners as correct, by mistake measured values erroneously. There is no ground for imputing a want of diligence to either. The mistake was discovered and verified within a reasonable time, and this bill for redress was filed within about six months after the verification.
Judgment reversed.