Conaway v. Sweeney

24 W. Va. 643 | W. Va. | 1884

Johnson President:

Is this a case in which the contract made by the agent by the authority of the principal should be specifically performed? A person owning land may by parol authorize another to make a contract for the sale thereof; and if a contract be made under such authority, the owner of the land may be charged by virtue of the contract, provided there be a memorandum thereof in writing signed by the person authorized to make it. The signing by the agent of his own name is sufficient. The statute does not make it indispensable, that he should sign the name of the party to be charged therewith. Yerby v. Grigsby, 9 Leigh 387. In that case, Parker, J., in delivering the opinion of the court said: “If this were a case of first impression, and we had now in the absence of authority to decide upon the true meaning of the statute of frauds in relation to contracts for the sale of lands I should be much inclined to say, that a specific execution of this contract ought not to he decreed. But our Legislature has copied the provisions of the English statute of 29 Charles II. chapter 3 almost verbatim; and our courts have generally adopted the construction given of that statute in Westminister Hall.”

It is too well settled now to be shaken, that such a contract, as the court in this case was’asked to enforce, is under the operation of the statute of frauds just as binding on the owner of the land, as if he had made it himself, provided there was no fraud in its procurement. But it is said, that the specific performance of a contract is a matter resting in the sound discretion of the court, and that under the circumstances of this case it ought not to he enforced. It is true, that the specific performance of contracts in a general sense is not a matter of right in either party but a matter of discretion in the court, not indeed of arbitrary or capricious discretion dependent on the mere pleasure of the judge, but of that sound and reasonable discretion which governs itself, as far as it may, by general rules and principles, but at the same time withholds or grants relief according to the circumstances of each particular case, when these rules and principles will not furnish any exact measure of justice between the parties. But where a contract respecting real property is in its nature and circumstances unobjectionable, it is as much a matter of course for courts of equity to decree a specific performance of it, as it is for a court of law to give damages for the breach of it. This proposition is self-evident. The law always enforces the contracts of men where they are unobjectionable. (Abbott v. L’Hommedien, 10 W. Va. 677, and Judge Moncure in Hale v. Wilkinson, 21 Gratt. 80.)

But it is said, that this contract is not unobjectionable, because the land was sold for a grossly inadequate consideration. Upon the evidence in this case, considering the character of it, the inexperience of the witnesses and all the circumstances of the case, it may be doubted, whether the land sold for much below its value. Certainly it can not be pretended, that the price was so grossly inadequate as to furnish presumptive evidence of fraud. Inadequacy of consideration is not of itself a distinctive principle of relief in equity. The common-law knows no such principle. The consideration, be it more or less, supports the contract: Common sense knows no such principle. The value of a thing is what it will sell for, and it admits of no precise standard. It must be in its nature fluctuating and will depend upon many different circumstances. One man in the disposal of his property may sell it for less than another would. He may sell it under a pressure of circumstances, which may induce him to part with it at a particular time. If courts of equity should undertake to unravel all these transactions, they would throw everything into confusion aud set afloat the contracts of mankind. 1 Sto. Eq. Jur. sec. 245. Evidently the witnesses did not understand all the circumstances of the case. They did not know except in a general vray the value of the land in controversy, or its value as compared with other tracts of land. Ten acres of very poor land thrown into a tract of forty acres of good land would bring down very materially the average value of the whole. Iiow much poor land there, was in the land in controversy no witness knows. But, be its true value what it may, it is very clear that no ground is shown for refusing specific performance on account of inadequacy of price. If there was no unfairness in the sale, it cannot be set aside for inadequacy of price alone, unless it be so grossly inadequate as to justify the presumption of fraud and collusion; and to justify this presumption the inadequacy must be so gross as to shock the conscience and confound the judgment of any man of common sense. Half the estimated value of such land is not such inadequacy. (Bradford v. McConihay, 15 W. Va. 732.) Giving equal and full credit to all the witnesses, the price here was more than three fourths of the value agreed to be paid.

But it is said that there was fraud and collusion between the agent and the purchaser, which should 'prevent the enforcement of the contract. Inadequacy of consideration when combined with fraud, misrepresentation, studied suppression of the true value of the property or any circumstances of oppression is a material ingredient in the case affecting the discretion of the court in granting or refusing a specific performance. (Fry on Spec. Pr. sec. 277.) There is no proof of fraud in the record on the part of the vendees, nor is there any proof of fraud and collusion between the agent and the vendees. Stealey, the ageut, seems from the whole evidence to have acted fairly, honestly and conscientiously. There is nothing in the charge that he suppressed the name of one of the purchasers, because he was his son-in-law. He did not pretend to make the contract under his general power,to sell, but wrote to his principal the offer he had, the price and the boundary that was to betaken; and the reply was, “as for worth of lands in your county I do not know, and expect to be governed entirely by your judgment in prices of my lands and boundaries. You being satisfied with boundary and price, parties being good for pay, you can make contracts. The same will be acknowledged by me.” There is not the slightest evidence, that the agent fixed the price one cent lower, because one of the purchasers was his son-in-law. The evidence shows, that he absolutely refused to let his son-in-law have the boundary he wanted, because it would injure the sale of the residue of the land. The price was the same per acre as that fixed by him on a part of the same survey sold to Underwood, and another portion sold to Furbee. There is nothing in the record to fix fraud on the agent, in which the vendees participated, or any fraud by either agent or vendees.

The defendants, grantees in the deed from Sweeney to them of the land in controversy, are not innocent purchasers. They had constructive notice of the sale to Conaway and Smith by the recordation of the contract in writing, by which the sale was made; and this was sufficient notice. (§ 4 ch. 74 of Code.)

The decree of the circuit court of Tyler county rendered in this cause on December 21, 1882, is reversed with costs to the appellants against the appellee, James Sweeney; and the deed from James Sweeney and wife executed on April 16, 1881, conveying to the grantees therein named, David JST. Furbee and others, which deed was admitted to record in the clerk’s office of the county court of Tyler county, on April 25, 1881, which deed conveys to the grantees three hundred and sixty-five acres, more or less, and includes the land sold by James Sweeney through his agent, William Stealey, to the plaintiffs on May 12, 1880, so far as it conveys to the said grantees the said land previously sold to the plaintiffs, is declared void; and this cause is remanded to the circuit court of Tyler county with instructions to decree a specific performance of the said contract of May 12, 1880, made and entered into by William Stealey, agent of said Sweeney, and the plaintiffs in this suit.

Reversed. Remanded.