218 Miss. 446 | Miss. | 1953
This case is before us on appeal by Tim Holifield and his wife from a decree of the Chancery Court of Covington County ordering specific performance of a contract to sell and convey to the Veterans’ Farm and Home Board of the State of Mississippi and Ralph Ladell Maul-din certain real estate.
The proof showed that the appellee, Ralph Ladell Maul-din, had rented the land from the appellants for the year 1951, for agricultural and grazing purposes, and had agreed to pay the sum of $200 as rent therefor. There was also a verbal understanding between the parties that Holifield would sell the land to Mauldin for the sum of $5,000 as soon as he could get the title cleared. Mauldin was a World War II veteran; and after renting the land for the year 1951 Mauldin applied to the Veterans’ Farm and Home Board for the purchase of the farm for him. Holifield knew that Mauldin expected to obtain a G. I.
On January 11, 1952, the appellants were notified by Gr. H. Merrell, an attorney who had been employed by the Veterans’ Farm and Home Board to prepare the closing papers and to complete the purchase of the land for the Farm and Home Board and Mauldin, that he was ready to complete the purchase of the property for the Board and to pay to the appellants the full amount of the purchase price upon the execution by them of a proper deed of conveyance. This notice was given to the appellants by registered mail, and Holifield acknowledged receipt of same by letter.
Merrell prepared a deed of conveyance to be executed by Holifield and his wife, and the Farm and Home Board issued its check for the sum of $4,500. Mauldin obtained a cashier’s check from a local bank for the additional sum of $500 to complete the payment of the purchase price. Having heard nothing more from the appellants about the matter, Merrell and Mauldin, a few days later drove to the appellants’ home for the purpose of having the deed executed and for the purpose of delivering the checks. They carried with them a notary public to take the acknowledgments to the deed. When they arrived at the appellants’ home, Merrell told the appellants that he had the money, and was ready to pay for the land, and that he had prepared a proper deed of conveyance for the appellants to execute. The appellants, however, informed him that they had decided not to sell the land,
The only point argued by the appellants’ attorneys in their brief as ground for reversal of the decree of the lower court is that no consideration was paid by the appellees for the option and that the option was not binding upon the appellants for that reason.
The question of law presented is whether the option, which is admittedly not supported by any consideration, was binding upon the Holifields after the Veterans ’ Farm and Home Board and Mauldin notified them of their intention to exercise it.
It is well settled that an option is not binding as a contract where there is no consideration, unless it is accepted within the time limit and before the offer is withdrawn. Since there was no consideration paid by the Veterans’ Farm and Home Board and Mauldin for the option, it could have been revoked by the Holifields at any time before the Veterans’ Farm and Home Board and Mauldin notified them that they intended to buy the land; but since the offer was accepted within the time limit and before withdrawal the contract became binding upon all parties as it was thereafter supported by the consideration of the mutual promises.
This legal proposition seems to be well settled by the authorities. Combs et al. v. Turner et al., 304 Ky. 179, 200 S. W. 2d 288; Klatch v. Simpson, 237 Ky. 84, 34 S. W. 2d 951-953; Threlkeld, et al. v. Inglett, et al., 289 Ill. 90, 124 N. E. 368; Murphy, Thompson & Co. v. Reid et al., 125 Ky. 585, 101 S. W. 964, 31 Ky. Law Rep. 176,
The effect of the acceptance of an outstanding offer in a case of this kind is stated in 66 C. J., p. 528, Vendor and Purchaser, par. (66) c, as follows: “Acceptance of an outstanding offer completes the contract, and it is thereupon binding upon both parties, so that neither the offer nor the acceptance can thereafter be revoked. An agreement or offer giving an opportunity to purchase land within a certain time, although without consideration, becomes a binding contract when accepted within that time if it has not previously been withdrawn. ’ ’
The rule is stated in much the same manner in 49 Am. Jur., p. 139, par. 118, as follows:
“A mere naked option, not supported by any consideration, may be withdrawn at any time before it is accepted, and if so withdrawn and revoked before the plaintiff signifies his acceptance of it, his later attempt to accept the offer and create a contract is of no effect. The fact, however, that the option lacked consideration does not necessarily mean that equity will not specifically enforce the contract made by the acceptance of the option before its withdrawal or revocation. While the rule that equity will enforce a contract consummated by the acceptance of an option within the time and upon the terms of the option is often stated in such a way as to suggest'or imply the necessity of consideration for the option, all that is meant in most cases is that a consideration is necessary to prevent the defendant from asserting his withdrawal of the option before its acceptance by the plaintiff and before the expiration of the time fixed in the option within which acceptance could be made. . . . The lack or inadequacy of consideration for an option should not defeat, the right to performance of a contract to convey after the option has been accepted, if the price to be paid for the land is adequate.”
As we have stated above, the offer embraced in the option that we have before us in this case was not binding upon the Holifields as a contract for want of consideration and could have been withdrawn by them at any time before its acceptance by the Veterans’ Farm and Home Board and Mauldin. But, as it was not withdrawn, it constituted, nevertheless, a voluntary offer to sell, which like any other valid offer became obligatory when accepted by the Board and Mauldin.
We are aware of the fact that the rule stated above runs counter to the opinion rendered by this Court in the case of Stigler v. Jaap et al., 83 Miss. 351, 35 So. 948. The option which the Court had before it in that case was signed by Jaap on December 12, 1900, and was accepted by Stigler about one week later, well within the time limit and before withdrawal. And yet the Court in that case held that, “since the $10 recited in' the option as the only consideration had not been paid, it is perfectly clear that the contract for the option was based upon no consideration, and was hence not binding.” The only authority cited by the Court in support of its opinion was Kolb v. Bennett Land Co., 74 Miss. 570, 21 So. 233, which we think is not in point and does not support the holding announced in the opinion. The holding of the Court in the Stigler case is contrary to the overwhelming weight of authority as shown in the reported
For the reasons stated above the decree of the lower court ordering specific performance of the contract is affirmed; and the cause is remanded for such further proceedings as may be necessary to give effect to that decree.
Affirmed and remanded.