73 Ala. 75 | Ala. | 1882
— One of the controlling conditions on which a contract will be specifically enforced, is that it must be fair, just and equitable in all its parts ; and the party praying relief must show this affirmatively. — Moon's Adm'r v. Crowler, 72 Ala. 79. ' It is contended for appellee that the decree of the chancellor rendered in this cause should be affirmed, because the proof fails to come up to this standard. We have carefully examined the pleadings and testimony in this cause, and there is no ground shown for annulling the contract, if contract there was. Considering all the testimony, we are not prepared to say seventeen hundred and fifty dollars wras not a reasonable price, and we think there is an utter failure to prove that Robert II. Monette, the alleged vendor, was mentally incapable of making a valid contract.
■ To entitle a complainant to a specific performance, the contract must be distinctly alleged, and established by clear and definite testimony. If the proof fails to establish the contract as alleged, or if any of its terms are left in-doubt or uncertainty, a specific performance must not be decreed. — 1 Erick. Dig. 092, §§ 768, 769. So, if the terms of the contract are not entirely settled and agreed upon, and anything is left for after negotiation and agreement, the chancery court will not interfere. To perfect an imperfect agreement, would be to make, not to enforce a contract. The rule that the contract must he so far completed as to leave nothing of material import for further negotiation, is one supported alike by reason and authority. And unless both contracting parties are bound, neither is.
The alleged contract in this case was made, if made at all, by correspondence. ' Derrick, the alleged purchaser, resided in Hale county, Alabama, Greensboro his post-office; and Robert E. Monette, the alleged vendor, was in Mississippi — Satartia his post-office. He wrote in an assumed name — R. IT. Johnson. The statement of facts will show the correspondence in extenso,
It will be observed that this negotiation commenced in a written offer of a specified sum for tlie lands, to be paid in two installments, but leaving open for negotiation the matter of dividing the sum into the two installments. The answer agreed to accept the price offered, and specified the amounts he would require in each of the installments; being a little more than two-thirds in the first. At this stage of the correspondence, it is manifest, no contract, binding the parties, had been agreed upon. Derrick was not bound to accept the land — could not have been coerced to specifically perform the alleged contract, for none
At this stage of the negotiation, we are met with additional propositions. The first is, that title shall be made to Fannie Derrick,, a mamed-wcunan, wife of Clarence DerricS, who had made the overture of purchase. This was the introduction of a new name as purchaser, not theretofore proposed. If it be said, this change could not have injuriously affected Monette, the answer is, that that is not the question. Contracts can only be specifically enforced as they are made. On a bill alleging and proving one contract, the chancery court will not decree the execution of another at the request of the complainant, merely because it is no more burdensome to the defendant than the contract he did make. To test this, let us suppose the bill had been filed by Mrs. Derrick, praying that title be decreed to her. Every one will concede she could obtain no relief, on the allegations and proof found in this record. The reason is, that not only had no contract been made with her, or in her name, but there had been no offer to purchase in her name. If -necessary, it may be supposed Monette was unwilling to convey title to a married woman, the purchase-money remaining unpaid. But the law does not require that Monette should give any reason for refusing to execute a contract he had neither made, nor offered to make.
It is urged, however, for appellant, that Derrick accepted Monette’s offer absolutely, and merely proposed, not as a condition, but for convenience sake, to have the title made to his wife. We do not so understand the letter: When'that letter was written, only three particulars of the contract had been agreed upon ; the price, the division of the installments, and- when
It is no answer to these views, that Monette, in his final note, said he must back out from the trade, giving as a reason that •another had offered him a better price. He had made no‘contract in writing, by which he was bound, and hence, he had the right to retire from tile negotiation for an insufficient reason, or for no reason. If this writing proved he thought he had made a binding contract, -when he had not, that would not help the appellant. Neither in that note, nor in any other writing brought to our knowledge, did he express assent to the new terms found in Derrick’s letter of August 24th.
The decree of the chancellor is affirmed.