268 Mass. 475 | Mass. | 1929
The plaintiff in these suits seeks specific performance of two agreements in writing, one signed by each defendant, for the purchase of land in Fort Myers, Florida. The trial judge heard oral evidence, made findings of fact, denied specific performance, and entered a final decree dismissing each bill with costs without prejudice to an action at law by the plaintiff. Exceptions by the plaintiff bring the cases here.
The findings of fact are amply supported by the evidence reported. They must be accepted as final. Those findings were as follows: “The salesman was employed by the plaintiff on a twenty-five per cent commission, and was informed by the plaintiff about the property ... in Florida and was authorized by the plaintiff to state to prospective customers its location and condition. Upon conflicting testimony, I find that he represented to the defendant Payne that it was about one and a half miles from the center of Fort Myers and near the State Road; that the streets were laid out and lots graded and ready for building, connected with water and electricity; that a house was already being erected and a schoolhouse under construction nearby; that there was a proposed golf course nearby, and that the railroad was about to build a station nearby. Upon like testimony, I find that said salesman represented to the defendant Waye that the lots were all graded, with gas and electricity at hand, and were ready to build on and some buildings were going up on the property; that there was a golf course near at hand; that the property was not more than a mile and a half from the center of Fort Myers; that the railroad was about to build a station near the property, and that a schoolhouse was planned
‘All the terms and representations made prior to or at the time of the making of this contract are embraced herein.
‘No representations, promises or agreements except as herein contained shall be binding on the parties hereto.
‘It is understood and agreed that after acceptance by Florimond Realty Company, Inc., this contract cannot be cancelled and that its validity shall not be affected by any verbal or other agreement not contained herein.’
The misrepresentations above stated were made in the negotiations antecedent to the signing of the contracts by the defendants. There was no contention by either defendant that she was induced to sign her contract through any misrepresentation as to its contents or meaning. Each is a woman of intelligence and signed her contract freely.”
The plaintiff excepted to the admission of all evidence tending to show false representations by its agent antecedent to making the contract. Essential findings of fact were founded upon such evidence. It is a settled principle of equity that a contract valid at law need not always be enforced in equity. Specific performance is not a strict and absolute right. It rests in sound judicial discretion. It will not be granted if the plaintiff has acted in any way touching the transaction contrary to the dictates of common honesty. These powers of an equity court will not be put forth in aid of conduct savoring of injustice at any stage. Where there have been misrepresentations by or in behalf of the plaintiff on a material point, or unfair or unethical manipulations, although not sufficient to invalidate a contract, specific performance may be refused. Specific performance will be exercised only upon equitable considerations in view of all the circumstances of the particular case. Chute v. Quincy, 156 Mass. 189, 191. Banaghan v. Malaney, 200 Mass. 46. Richardson Shoe Machinery Co. v. Essex Machine Co. 207 Mass. 219, 225. Massachusetts Bonding & Ins. Co. v. Peloquin, 225 Mass. 30, 31. Forman v. Gadouas, 247 Mass. 207, 214. Barrell v. Britton, 258 Mass. 383, 387. It
It follows from these general principles that the terms of the contract already quoted, to the effect that representations not therein contained are not binding upon the parties, cannot be invoked successfully to prevent the court from examining all the circumstances in order to ascertain whether it is conformable to good conscience to order specific performance. No one can escape the equitable consequences of his fraudulent statements inducing a contract by inserting therein a clause of this nature. The principle on which Colonial Development Corp. v. Bragdon, 219 Mass. 170, and similar cases (see Sullivan v. Roche, 257 Mass. 166, 171, for collection of them,) rest, to the effect that a written contract freely and intelligently made, without misrepresentation as to its contents or execution, untainted by fraud as to its substance, providing that all inducing representations are therein set
The findings of the judge are unequivocal to the effect that fraudulent representations of the agent of the plaintiff as to material facts induced each defendant to sign the contract here sought to be enforced specifically. On those facts specific performance was denied rightly.
Whether the cases ought to be retained for the assessment of damages rested in the sound discretion of the trial judge. His refusal to pass on the question of damages, but without prejudice to actions at law by the plaintiff, presents no error of law. Newburyport Institution for Savings v. Puffer, 201 Mass. 41, 47, 48, and cases there reviewed. Booras v. Logan, 266 Mass. 172, 175.
In each case the entry may be
Exceptions overruled.