244 Pa. 20 | Pa. | 1914
Opinion by
This was a bill in equity filed to compel specific performance of an alleged contract for the sale of real estate. It is averred that on December 11, 1909, plaintiffs entered into a contract with Jacob W. McCausland whereby he agreed to sell and convey to them in fee simple, and they agreed to purchase, an undivided one-half interest in certain real estate in Creensburg, Pennsylvania, for the consideration of $83,000. The agreement was signed by all three parties. It provided that $3,500.00 of the purchase money was to be paid in cash, as “hand money,” the vendor to give his notes for the same “to be refunded in case the title should prove unsatisfactory”; a further sum of $19,500, to be paid in cash on the execution and delivery of the deed, and the balance of $10,000, was to be secured by judgment bond, or bond and mortgage on the premises, payable three' years after the delivery of the deed, with interest from that date at the rate of five per cent, per annum, payable annually. The rents, issues and profits of the property sold were to go to plaintiffs from the date of the agreement. A further stipulation was as follows: “The said parties of the second part shall have thirty days within which to examine the title to the said real estate, and only on condition it should prove to be satisfactory to them shall they be bound to perform this contract on their part. The deed to be prepared as soon thereafter as possible, and to be sent to the party of the first part (McCausland) for execution and delivery by himself and his wife.” It is averred in the bill that plaintiffs having caused the title to the real estate to be examined and being satisfied therewith, and having prepared a deed in accordance with the contract, on January 19,1910, sent it for execution to McCausland, who with his wife was then in Paris, where they were temporarily residing; but the deed was returned unexecuted, under the claim that the contract was only an option and as compliance had not been made with its
The first question arising is whether the agreement of
In Pennington v. Howland, 21 R. I. 65; Stiness, J., after pointing out (p. 68) the distinction between a stipulation for satisfaction where the subject of the contract involves personal taste or feeling and one which involves only quality, workmanship, salability, or other like consideration, said, “For example, if one agrees to sell land with a satisfactory title, and shows a title valid and complete, the parties must have intended such a title to be satisfactory, rather than to leave an absolute right in the purchaser to say, ‘I am not satisfied,’ when no reason could be shown why he should not be satisfied.” In Latrobe v. Winans, 89 Md. 636, Pearce, J., quotes (p. 650) the language of Judge Stiness in Pennington v. Howland, supra, as a correct statement of the law, and further says (p. 651) : “So in Fagen v. Davison, 2 Duer (N. Y.) 153, it was said: ‘A title which is required to be satisfactory to the party by whom it is to be received, means a title to which there is no reasonable objection, and.with which the party ought to be satisfied. Such a title he is bound to accept.’ And in Lord v. Stephens, 1 Young & Collyer (Exch.) 222, the clause, in question was: ‘In case the title should not be satisfactory to the said Richard Stephens these presents shall be void to all intents and purposes,’ and Lord Abinger held that the purchaser could make no other than the usual objections.” This latter case in its facts resembles closely the case at bar. There was an agreement of purchase and sale absolute on its fact, but containing the provision (p. 223) “That in case the title should not be satisfactory to the said Richard Stephens (Yendee)
The assignment of error is sustained. The decree of the court below dismissing the bill is overruled. The bill is reinstated and the record is remitted to the court below for further proceedings in accordance with this opinion.