276 Mass. 24 | Mass. | 1931
This is a suit in equity brought in the Superior Court to compel specific performance of an alleged contract to purchase a parcel of land and the buildings thereon in the city of Boston. The trial judge filed “Findings, Rulings of the Court and Order for Decree.” A final decree dismissing the bill was entered, and the plaintiff appealed. The evidence is not reported.
The bill was dismissed rightly for no contract on the part of either defendant to purchase the real estate in question was proved.
On or about October 20, 1928, the plaintiff executed an instrument under seal entitled “Real Estate Option,” whereby, in consideration of $150 paid to her by “the party of the second part,” the defendant Ryder, she agreed to sell and convey the real estafe to the said defendant or his assigns for $6,000. It was further provided that “This option may be accepted by the said party of the second part, or his assigns, within sixty (60) days from the date of this instrument, and said conveyance shall be made within five (5) days after such acceptance, by a quitclaim deed . . . conveying a clear title free from all incumbrances . . . .” upon “three (3) days’ notice in writing” to the plaintiff “of the time and place where said conveyance shall be made and executed,” and that if the defendant Ryder or his assigns “shall fail to accept this option, or shall after the acceptance of this option, fail to pay the said sum of fifty eight hundred and fifty ($5850) dollars the consideration stated above,” according to the terms of the instrument, the defendant Ryder or his assigns shall “forfeit any and all sums” paid to the plaintiff. On or about October 22, 1928, the defendant Ryder wrote after
The trial judge ruled as matter of law that'neither the instrument of October 20, 1928, nor that of December 14, 1928, was “an agreement to purchase and sell real estate,” but that the former was “an option given by the plaintiff to the defendant Ryder, giving Ryder the right to elect to purchase the real estate described therein upon the terms and conditions therein stated,” and the latter, “a renewal or extension of the option given by the plaintiff to the defendant Ryder.” The judge found that the defendant Ryder did not in his own behalf or in behalf of the other defendant exercise his option under the instrument of October 20 or “the renewal or extension” thereof.
The instrument of October 20 was not a contract on the part of either defendant to purchase the real estate and was not transformed into such a contract by the writing of October 22. It was an option to purchase, that is, an
• The memorandum of December 14 must be interpreted as a whole and in connection with the instrument of October 20, to which it is annexed and refers. In terms that “option is . . . renewed for a period up to and including February 1, 1929, under the same terms and conditions as stated therein,” with what is described as a “further condition” that the plaintiff “will cause the tenant ... to vacate the . . . premises on or before February 1, 1929.” These words of renewal are not ambiguous. They are wholly inapt if the memorandum was intended to embody an acceptance of the option, or an independent contract for the purchase of the property by the defendant Ryder, conditional upon compliance with conditions as to satisfactory title and the vacating of the premises by the tenant. Renewal — or extension — of an option is inconsistent with acceptance thereof or with an independent contract of purchase. The words cannot be disregarded or explained away as amounting merely to an erroneous description of the writing (compare Gompert v. Frost, 188 Iowa, 1039, 1042) for they are of the substance of the plaintiff’s promise. They must be given their natural meaning unless the context indicates that they were used in some other sense. We think that it does not. To control the meaning of these words the plaintiff relies upon the provision that “If tenant is out as stated, the said Earl A. Ryder will take conveyance of the property on February 1, 1929, provided title is satisfactory.” She contends that this provision is a promise by the defendant Ryder to purchase the property — doubtless implied from his acceptance of the memorandum. But the memorandum is signed only by the plaintiff and purports to contain only her promise and the conditions thereof. The words relied upon may be construed properly as modi
The conclusions stated are reached without reliance upon the finding of the trial judge that the instrument of October 20 “was not intended by the parties to be an agreement to purchase and sell real estate,” but was intended to be “an option given by the plaintiff to the defendant Ryder, giving Ryder the right to elect to purchase the real estate described therein upon the terms and conditions therein stated,” or the finding that the memorandum of December 14 “was not intended by the parties to be an agreement to purchase and sell real estate,” but was intended to be “a renewal or extension of the option given by the plaintiff to the defendant Ryder.” These findings, however, are in accord with our conclusions based upon the language of the instruments.
Since the memorandum of December 14, as we construe it, embodied no promise by the defendant Ryder to purchase the real estate in question, and no . such promise by the other defendant who, so far as appears, acted only
Decree affirmed with costs.
