Campbell v. Hatchett

55 Ala. 548 | Ala. | 1876

BRICKELL, C. J. —

The bill is filed by the appellee, for the reformation of a written lease, made and entered into by him as lessor, with the appellant, A. G. Campbell, as lessee, of a described tract of land, for a term of three years, commencing in January, 1872, and expiring in January, 1875. The rent stipulated for in the lease is fifteen hundred dollars, payable in two equal annual installments, of seven hundred and fifty dollars each, on the first days of November, 1872, and 1873, and two hundred and twenty-five bushels of corn, deliverable in quantities of seventy-five bushels, on the first days of November of each year of the term. The bill avers that, by mistake, the lease does not truly express the contract which was made and intended to be expressed; that the true contract was for an annual pecuniary rent of five hundred dollars, each year of the term, payable as stated in the lease. A reformation of the contract is prayed, and also a condemnation of the crop grown on the premises in 1874, to the satisfaction of so much of the unpaid rent as equals the rent for that year. The last prayer is based on the hypothesis, that, if the contract was reformed, the appellee would be entitled to the landlord’s statutory lien for the rent of each year.

The jurisdiction of a court of equity to reform written instruments, which, by mistake or fraud, are so drawn as not to fulfill, or to violate the intentions of the parties, is well established. The court, in the exercise of this jurisdiction, proceeds with the utmost caution, as it involves the invasion of a salutary rule of evidence, prevailing at law and in equity. In all cases, unless the mistake is admitted, it must be proved by clear, exact, and satisfactory evidence, that the mistake exists — that the writing deviates from the intention and understanding of both parties at the time of its execution — or the court will decline interference. The presumption is, that the written instrument contains the conclusion of all previous negotiations, the final agreement of both parties; and on the party complaining of mistake rests the burden of repelling the presumption by proof. Whatever of mere doubt and uncertainty the evidence may generate, must be resolved against him, ancl the writing remain the sole expositor and memorial of tbe contract. It is not necessary to refer to authorities in support of this proposition; it has been recognized and affirmed by numerous decisions of this court.

We are not satisfied the evidence in this case proves the mistake. On the contrary, we are of the opinion it establishes that the lease truly expresses the contract the parties intended. It must be observed, the mistake, as averred, is rather in the recital of the consideration of the lease, than of the omission of any term which would affect the rights and duties of the parties. If the lease was reformed, as proposed, the lessee would be bound to the payment of the rent in the sums stated, and at the times stated. The lessor would be under no obligation to forbear demanding and compelling payment at these times. The material legal consequence, which it is supposed would result from amending or correcting the recital of the consideration, as fifteen hundred dollars, to an annual rent of five hundred dollars each year of the term, is, that the lessor would then be entitled to the statutory lien on the crops grown on the premises each year of the term, for the rent of that year. Without now considering whether this consequence would result, we are sure that, if it follows, it is conclusive against the existence of the supposed mistake. Its introduction would render the contract inharmonious and inconsistent, if not impossible of legal effect and operation in important terms, which are admitted to be correctly expressed. The statutory lien exists only for the rent of the current year, and is capable of enforcement at law only by attachment; and that could not be resorted to, without splitting up an entire, indivisible cause of action. The stipulation in the lease, or the promissory notes conforming to it, executed for the pecuniary rent, constitute the cause of action — the foundation of any suit at law for the recovery of the rent. An attachment for five hundred dollars, a part of the sum expressed in the stipulation or the notes, could not be maintained, and a separate action pursued, in the ordinary form, for the remainder. Yet, this is the necessary result of the theory of the bill, and it is to give it effect that a reformation of the contract is sought.

If the contract between lessor and lessee is silent as to the time of payment, no claim for rent arises, until the lessee has enjoyed the premises the whole time for which rent is to be paid. — English v. Key, 39 Ala. 113. The stipulation in the lease, as to the times of payment of the rent, controls and excludes the implication which the law would make in its absence. When the parties agreed, as it is admitted by the bill they did agree, on an aggregate rent of fifteen hundred dollars, payable in two equal annual installments for tbe entire term, they excluded an annual renting, or a renting on a basis of a certain sum for eacb year of tbe term, and all tbe incidents of sucb renting. If tbe lease bad been silent, tbe implication of law would, as we bave seen, have been that, until tbe expiration of tbe term, no rent was payable. Then, a splitting up of tbe aggregate amount due and recoverable into parts, as tbe rent of particular years of tbe term, would bave been impossible, without destroying tbe entirety of tbe contract. So is sucb splitting up, or apportionment, under the lease, as it is admitted to bave been made. This is apparent, when we reflect that, if tbe appellee, tbe lessor, bad transferred tbe reversion during the term, tbe rent falling due after tbe assignment would pass to tbe assignee. It could not bave been intended by tbe appellee to make a lease, by tbe operation of which, if be assigned tbe reversion after either of tbe notes became due and payable, any part of tbe note past due would pass to tbe assignee.

It is doubtless true that, in tbe negotiations preceding tbe lease, tbe annual value of tbe pecuniary rent was estimated at five hundred dollars, and on that basis the aggregate rent to be paid for the term was fixed. But that it was understood or agreed that tbe aggregate rent should be apportioned to eacb year of tbe term, any more than an apportionment to eacb month or quarter of tbe term, is not shown, and cannot be admitted. Sucb apportionment is excluded, and rendered impossible, by tbe division of tbe rent into two equal installments, payable annually, whereby the entire pecuniary rent would be extinguished one year in advance of tbe expiration of tbe term. The bill admits, and, independent of tbe admission, it is apparent from tbe evidence, that it was tbe payment of tbe pecuniary rent in tbe sums, and at tbe times expressed, in lieu of an annual rent — a rent for a specified sum eacb year of tbe term, falling due at tbe expiration of tbe year — which finally induced the appellee to enter into tbe lease.-

All that can be justly said of tbe evidence is, that tbe pecuniary rent for tbe entire term was estimated and finally fixed on tbe basis of tbe annual value of tbe use and occupation of tbe premises eacb year of tbe term. Tbe rent was not apportioned to eacb year, but was treated as an entire sum payable in equal annual installments during the term. Payment in this mode was a material inducement to tbe contract.

Tbe decree of tbe chancellor must be reversed, and a decree here rendered, dismissing tbe bill at tbe cost of tbe appellee.