Harris v. Troup

8 Paige Ch. 423 | New York Court of Chancery | 1840

The Chancellor.

The defendants appear to have proceeded upon the supposition that the annual payments upon this contract were to commence from January, 1832, so that the last payment would become due in 1839. Such, however, does not appear to be the true construction of the instrument upon its face. It was made in May, 1833, and the principal was made payable in seven annual. instalments, without specifying when the first payment was to be made. The natural construction of it therefore is, that the purchase money and interest was to be paid in seven annual instalments from the date of the instrument, with interest to be computed from the 14th of January, 1832. If the latter date was referred to as the time from which the yearly payments were to commence, the first instalment would, by the terms of the agreement, have been due and payable several months before the contract was made. The price of the land and the terms of payment may have been agreed upon verbally as early as January, 1832, and the contract reduced to writing subsequently. But, if such was the fact, the parties have not drawn up a contract which can refer the times of payment of the several instalments to seven yearly payments from the 14th of January, 1832 ; as the reference to that time, in the written agreement, only relates to the time from which the interest is to. be computed. Indeed, any other construction would have authorized the vendors to declare the contract forfeited immediately after its execution, and to recover the $250 agreed upon as stipulated damages ; if the defendants are right in their understanding of the legal effect of the fourth clause or article of the agreement.

Although the whole amount of the purchase money had not become due in June, 1839, still there has been a default in the payment of some of the instalments, and of the annual interest, which were unquestionably due. The question therefore arises, whether upon this agreement, and considering the practical construction which the vendors had given to the same by receiving the instalments long after they had become due and payable, it was just and equitable for the defendants to insist upon an absolute forfeiture of the agreement, and of all the moneys paid thereon ; without giving any previous notice to the complainant that they intended to insist upon such a right if the arrears of principal and interest were not paid without any unreasonable delay. How far a court of equity is bound to relieve the purchaser, in such a contract, who neglects to perform his part of the agreement after he has had reasonable notice from the vendors that they will insist upon their legal rights if the purchase money is not paid according to the terms of the agreement, it is not necessary now to consider. But it was certainly inequitable in this case, after the vendors had waived the forfeiture, from time to time, by receiving portions of the purchase money long after the same was due and payable, to suddenly stop short and insist upon a forfeiture, without any previous intimation that they intended to do so.

It appears, however, from the answer of the defendants, which in this respect is responsive to the bill, that the mother of two of the vendors, who have died since the making of the contract, has a life interest in their respective portions of the lot in question. She is therefore a necessary party to a bill for a specific performance of the contract, as she must join in the conveyance in order to give a good title to the purchaser. The personal representatives of the decedents are also proper parties, as the unpaid purchase money for their shares is, in equity, considered as personal property. The defendants will therefore be entitled to a dissolution of the injunction unless the proper parties are all brought before the court, by an amendment of the bill, without any unreasonable delay. The motion is denied for the present; but with liberty to the defendants to renew the application if. the proper parties are not brought before the court, by a motion for leave to amend the bill and by an actual amendment thereof in this respect, as soon as practicable. The costs of both parties on this motion to abide the event of the suit.