210 Pa. 245 | Pa. | 1904
Opinion by
This is a bill to compel the specific enforcement of a contract for the sale of land. The bill of complainants is met by a demurrer in which defendants aver: (1) That the bill does not set out sufficient facts to make it cognizable in a court of equity. (2) That it does not set out sufficient facts to entitle plaintiffs to the relief prayed for. (3) The bill does not set out any contract in writing, nor any contract enforceable specifically in a court of equity.
The bill should be a simple statement of the essential facts of the case: Winebrenner v. Colder, 43 Pa. 244.
The facts averred in the bill are these: That Sarah L. Black, one of the defendants, on January 7 and for years prior thereto 'was the owner in fee simple of a lot of ground on the corner of Smithfield street and Virgin alley in the city of Pittsburg, known as the Hotel Duquesne property; that plaintiffs owned the Hotel Henry property adjoining the Hotel Duquesne; the Union Realty Company is engaged in the business of buying and selling on commission the property of owners; on May 7, 1903, Sarah L. Black gave to R. J. Coyle, stockholder and treasurer of the Union Realty Company, and to his nominee and assigns an option for thirty days on the Hotel Duquesne property at the price of $800,000 payable $25,000 cash, the balance $775,000 to be secured by bond and mortgage for ten years bearing interest at four per cent payable semiannually; Sarah L. Black agreed to pay the Union Realty Company $10,000 if sale was made. Coyle and one John K. Ewing, a director of the company, then sold to Annie E. Henry the Hotel Duquesne property on June 1 following, within thirty days, at the exact price specified in the option of Mrs. Black to Coyle, but substituting as the vendor the Union Realty Company. This is a copy of the writing delivered to Mrs1. Henry :
“ June 1st 1903. Received from Mrs. Annie E. Henry five thousand dollars ($5,000) hand money on account of sale of Hotel Duquesne property as per agreement made this day.
(Signed) “ Union Realty Company “ $5,000 Per J. K. Ewing.”
The negotiations for the sale were made and carried on by and through Ewing and Coyle; the $5,000 named in the re
These are the facts averred, either within the knowledge of plaintiff or on information and belief. The defendants have only demurred, therefore we must take them as true, at least so far as concerns the issue raised by this appeal. Then, as a fact, the Union Realty Company did declare to D. F. and Annie E. Henry, that it was the owner of an option with the power to sell the Hotel Duquesne property and made a sale in writing signed by it of property to Mrs. Henry, who made a payment of $5,000 down, which the company by its agent received. The bill avers the full price was to be $800,000 ; the writing states that the $5,000 was on account of sale of Duquesne Hotel property as per agreement made this day. This was not, as appears fromffhe receipt, a very explicit statement of the full consideration, for when bill and receipt are read together the consideration was much larger and the method of payment was fully set out and agreed upon. The demurrer, in effect, admits the contract in all its details. But aside from the full averments in the bill, which are not part of the receipt, we have a writing reciting a sale of a specific property, identifying it by name, and an actual payment of $5,000 of the consideration. If the description was sufficiently certain, this was
Up to this point, then, these facts distinctly appear as averred in the bill, that the Union Realty Company, professing to be the owner of the Hotel Duquesne property, sold it by a memorandum in writing to the plaintiff. It is further averred that Mrs. Black, the original owner, had on May 7,
We must take the facts as here averred, whatever inferences are reasonable and obvious we must draw. We do not demand of a pleader that he shall express every obvious inference necessarily to be drawn from plain facts. A man with his senses of sight and hearing unimpaired who goes in front,
The answer is an obvious inference—for making the sale at the option price. Coyle and Ewing, both officers of the company representing it to be for the optional period the property of the company, by a writing sell to Mrs. Henry. Whose property is it ? Clearly that of the company for that from the writing is the obvious inevitable inference. Suppose Coyle and Ewing had claimed after the sale to Mrs. Homy the property was theirs as individuals and did not belong to the company, would a court of equity have hesitated one minute on these facts to decide the property was that of the company when Mrs. Henry bought? That the option, although in the name of Coyle, was merely held by him as trustee for his company ? Mrs. Black, it appears, refused to execute a deed to Mrs. Henry when the latter formally tendered performance of all the stipulations of the option; she did however in a very few days convey the property to Coyle ; on the same day Coyle conveyed it to Mellon, and in addition to the ©10,000 commission received from Mrs. Black, received, either for himself or his company, another fee from Mellon.
The facts averred in the bill are sufficient to induce a court of equity to declare Coyle a trustee of the equitable title in favor of the Union Realty Company, and that the rights of that company passed to Mrs. Henry by writing of June 1, 1903. If Mrs. Black still held the legal title, equity would compel her to convey either to Coyle or the realty company and one or the other of them to convey to the plaintiff. She had however conveyed to Coyle; of course he is affected with notice of the fraud attempted to be practiced on plaintiff and if he still held the title would be ordered to convey to plaintiff. But he conveyed to A. W. Mellon, another of the defendants, who it is averred had full notice of all the transactions and all the conduct of the parties up to and including the sale to plaintiff. If that be so he holds it subject to the same trust, and the strong arm of a chancellor will reach
The statute of frauds does not protect a fraud of that character. That a corporation which can only conduct its business by and through its officers and employees, must show, whenever called upon, a written authority to that officer to do that particular act; and when that officer acting for the company executes a written contract by which the corporation is to receive the benefit of the first act performed by its officer before it can be held up to that contract must show a written authority, would be to stretch the inhibition of the statute far beyond anything contemplated by its framer.
Much stress is laid in the argument of defendants’ counsel, on the entire absence of any writing showing that Coyle was the agent of the Union Realty Company in the transactions. But the business of the company was to take options for the sale of real estate ; Coyle was one of its officers and employees employed in conducting its business; when he took the option from Mrs. Black she agreed to allow his company a commission of $10,000 on a sale at the optional price; with Mrs. Black’s written option Coyle and Ewing offer the property for sale at Mrs. Black’s price to Mrs. Henry; she accepts and the Union Realty Company, not Coyle, sells to her; within a very few days Coyle, in the face of the written contract of his company to sell to Mrs. Henry which he assisted in making, sells the property for an additional fee to himself to Mellon. What clearly results from these facts ? A trust in Coyle in favor of his company, a palpable trust ex maleficio. It is immaterial that the realty company is not here asserting the trust in this suit; it asserted its title under the right which came to it through Mrs. Black’s option ; by its written contract of sale to Mrs. Henry. All its rights passed by that sale to her and she can effectively assert them in spite of the quiescence of the realty company. And if Mellon took his deed from Coyle with notice of Coyle’s mala fides, he is but a trustee of the title for the first purchaser Mrs. Henry.
The learned judge of the court below held, in his opinion on the exceptions, not apparently with much confidence, that this contract was within the statute of frauds; we hold differently. Our first impression on the argument was, that it