Crane v. Partland

| Mich. | Jan 20, 1862

Christiancy J.:

Do the facts which appear in the case establish the contract declared upon? I think they do not constitute a contract of any kind between the plaintiff and the defendant, upon which the plaintiff can maintain an action at law. It is clear, I think, from the ease stated, that there was an attempt to make a contract in two parts or duplicates, each of which should be signed and sealed, and of equal validity with the other, that each party might have one in his possession which should constitute the evidence of his rights, and upon which he might enforce the obligations of the other. This, I think, is clearly enough admitted on the face of the declaration, by declaring that the plaintiff “signed and delivered said contract in duplicate to the defendant.” Besides, the subject matter and the printed forms used, seemed to require this; as rights were to be given to and obligations imposed upon each of the parties; the one undertaking to sell and convey on certain terms and conditions, and the.other to pay in certain instalments, and to pay taxes, &c.

And it is just as unreasonable to suppose the purchaser would be willing to leave the whole evidence of his rights in the hands of the vendor, as that the latter should be willing to leave the evidence of his rights in the hands of the former.

Duplicate contracts in such case, must therefore, I think, each be treated as originals by whatever names the parties may have chosen to call them; and though the one delivered to Partland is declared upon its face to be a “ duplicate copy,” the word copy has no appropriate force in such a connection. If a mere copy, not authenticated by the genuine signatures of the persons executing the other, it could not be a duplicate. That this is the true construction is clear from the fact that in the next line the other duplicate is described as the “ original copy."

Did the parties or persons who executed these papers intend to make any contract otherwise than in duplicate ? Are we authorized to say that either would have been willing to enter into the contract evidenced by either oí these papers, without having in his own possession the evidence of Ms rights, and of the obligations of the other ?

If these questions are answered in the negative, as I tMnk it is clear from the whole case they must be, can we, without violating the intentions and the rights of the parties, hold the contract to have been complete and duly executed until duplicates at least substantially alike have been executed and delivered? I am strongly inclined to think we could not, even though Crane had been present executing for himself, and there were no question of agency in the case.

But, as Wesson had no authority to execute for Crane, and the subsequent ratification of the latter was necessary to give validity to the contract, no act of Crane’s shoulcl, I think, be recognized as a ratification of the contract, so as to bind Partland, which would not operate as a ratification of the duplicate delivered to Partland as the evidence of his rights: and to make a ratification of the other operate as a ratification of this, both instruments should be such as to be capable of ratification in the same way and by the same act.

But here, the instruments executed as duplicates are so different that one only was susceptible of ratification. That which came into Crane’s hands describes the vendor as Albert Crane, and is signed “Albert Crane by William B. Wesson.” That delivered to Partland mentions two as vendors, “Albert Crane and William B. Wesson,” and is signed and sealed by William B. Wesson alone, Crane’s name not appearing in the signature. This was incapable of ratification by Crane, as it did not purport to be executed by Wesson or any other person in his behalf. He might have signed it, it is true, and thereby bound himself jointly with Wesson, but this would not be ratifying the act of Wesson as his agent.

The view which I have taken of the case renders it unnecessary to consider the questions raised upon the Statute of Frauds, or the necessity of tendering a deed before action, or the rule of damages in such contracts.

It is possible that Crane, by tendering to Partland a proper duplicate duly executed by Mm, and especially by showing, what does not appear here, that Partland went into possession or received or claimed any benefit under the contract, might sustain a bill in equity, on. the ground of mistake, to reform the contract; but upon this I give no opinion, as the question is not involved in the present case.

Martin Ch. J. and Campbell J. concurred. Manning J.:

In drawing up the duplicates, or what were intended, to be such, blank forms it would seem were used, that had been got up by Crane & Wesson for the sale of lands by them, in which their names were printed, and they were described as parties of the first part. In filling up the blanks, the name of Wesson was struck out of the one in plaintiff’s possession, but was left in the one delivered to defendant. They also differ, in that the one plaintiff has was executed “Albert Crane by Wm. B. Wesson,” while the one in possession of defendant was signed “William B. Wesson,” making no mention of Crane. It is evident to my mind from the case made, that each was intended to be a copy of the other, and that through- some inadvertency Wesson’s name was not stricken out of the one delivered to defendant, and it was signed by Wesson in his own name instead of Crane’s. Such being the facts, as I understand them, does the mistake vitiate the contract ? I think not. Duplicates are not separate parts of a contract, each as. essential to the existence of the contract as the halves are to a whole. Each is complete in itself: each.is the contract between the parties: each is an original, and not a part or copy of the other. And when from accident or mistake they happen to differ from each other, the only question is which is genuine and which is spurious. When that is ascertained, I know no reason why an action may-not be sustained on tbe one that truly states the contract between the parties. This would seem to follow if duplicates are originals: if each is a whole in itself, and not a part of a whole. When it can not be shown which is genuine and which spurious, the .¿action must fail; not 'because there is no contract, hut for the want of evidence to prove it.

An agreement for duplicates in reducing the contract to writing, that each party may have the contract in his possession — which would seem to be tbe principal if not only object of duplicates, unless it may also have in view the greater security of the contract against loss or accident — ■ it does not appear to me is a part of the contract itself, but a subsequent collateral agreement, which, if not carried out by reason of a mistake in drawing one of tbe duplicates, does not annul the contract.

On the other points made on the argument I am also with the plaintiff. It is not, however, necessary that I should give my reasons, as a majority of my brethren are in favor of reversing the judgment.

Judgment reversed.