Gibb v. Mintline

175 Mich. 626 | Mich. | 1913

Brooke, J.

(after stating the facts). The right to the equitable remedy of specific performance is not absolute, even in that class of contracts in which the remedy is invoked. The exercise of the power by the courts is said to be discretionary in the sense that the discretion exercised is judicial and governed by equitable principles and rules. To entitle one party to specific performance of a contract against the other party thereto:

“The contract must be certain, unambiguous, mutual, and upon a valuable consideration; it must be perfectly fair in all its parts; free from any misrepresentation or misapprehension, fraud or mistake, imposition or surprise; not an unconscionable or hard bargain; and its performance not oppressive upon the defendant; finally, it must be capable of specific execution through a decree of the court.” Pomeroy on Specific Performance of Contracts (2d Ed.), p. 57.

Courts will always refuse relief where the contract is not- fair or where it is obtained by sharp or un-. scrupulous practices by overreaching or by concealment of important facts. Rust v. Conrad, 47 Mich. 449 (11 N. W. 265, 41 Am. Rep. 720), and cases cited; Rathbone v. Groh, 137 Mich. 373 (100 N. W. 588) ; Pomeroy on Specific Performance of Contracts (2d Ed.), p. 244, and cases cited in note; Waterman on Specific Performance of Contracts, § 158; Fry’s Specific Performance of Contracts (4th Ed.), p. 307; 36 Cyc. p. 603.

It is perhaps inferable from the contract, read in the light of section 7 of the bill of complaint, that complainant did not disclose to defendants the purpose to which he intended to devote the land. It is not clear, however, that such is the fact, and we are of opinion that final disposition of the rights of the parties should not be made without a fuller knowledge of the facts than is afforded by the pleadings before us. It is possible, too (even conceding that the proposed use was concealed from defendants), that complainant can produce convincing evidence upon the trial that such use will neither “interfere with,” be “detrimental to,” nor “in any way lessen the value of,” defendants’ adjoining lands, though of this we have grave doubt.

Specific performance should not be decreed unless it is made to appear that defendants were duly apprised of the purpose to which the lands described were to be devoted, or that such use would not constitute a breach of complainant’s covenant. To compel defendants to execute the conveyance, leaving open the question of their right to equitable relief by way of injunction, or relief at law in an action for breach of the covenant, would simply be to open the door for further litigation. The other grounds of demurrer are, in our opinion, not well taken.

The decree overruling the demurrer is affirmed, with costs, and defendants may answer within 15 days.

Steere, C. J., and Moore, McAlvay, Kuhn, Stone, Ostrander, and Bird, JJ., concurred.