27 A.2d 478 | Pa. Super. Ct. | 1942
Argued May 6, 1942. In February, 1941, Helen Brankley entered into a written contract with defendants for the conveyance to her on or before March 1, 1941, of certain real estate. The contract provided that she was to pay the balance of the purchase price on delivery of deed. It is of no significance that the transaction was not consummated on or before the specified date. Time was not made the essence of this contract, and at no time prior to demand by plaintiff for delivery of deed to her did defendants tender a deed to Mrs. Brankley, or make demand upon her for the payment of the purchase price, as provided in her contract. On behalf of defendants, their attorney, in writing, extended the time for settlement by Mrs. Brankley.
On March 31, 1941, plaintiff entered into an oral agreement with defendants' attorney for the sale of the same property to her. He thereupon prepared a written contract which was signed by plaintiff and then forwarded to defendants for their signatures. Defendants returned the executed contract on April 5, 1941, to their attorney who retained it. But on April 2, 1941, he had notified plaintiff that the property could not be sold and conveyed to her because of the contract with Mrs. Brankley. On April 5, 1941, Mrs. Brankley tendered to defendants the purchase price, and demanded conveyance in accordance with her written contract of *250 purchase and sale. Defendants refused to convey to either party.
Plaintiff, on April 18, 1941, filed her bill in equity which contained a prayer for specific performance. Defendants answered, and Mrs. Brankley was allowed to intervene as a party defendant, and she sought the same relief as plaintiff.
The prayer of plaintiff's bill was refused, and pursuant to a stipulation of counsel she was given the opportunity to amend her pleadings to include damages. Specific performance of the Brankley contract was decreed. Plaintiff's exceptions were dismissed, whereupon she took this appeal. She did not amend her bill.
While there are a number of questions raised, we shall confine our discussion to the principles which control the material issues presented by the record. It is not necessary to consider the effect on plaintiff of the stipulation made by her counsel. It is immaterial here, as the court below was free from error (1) in refusing to decree specific performance in accordance with the prayer in plaintiff's bill, and (2) in retaining jurisdiction to permit plaintiff to claim for damages if she so desired.
It is hardly necessary to say that plaintiff's agreement would not be specifically enforced in equity in preference to the Brankley contract.1 If it could be said that plaintiff had a valid contract for the purchase and sale of real estate for reasons assigned, the Brankley contract with defendants preceded plaintiff's executory agreement in time.
A chancellor will not lend his aid to violate the superior *251
right of a first purchaser by decreeing specific performance to a later one. Specific performance will not be decreed if it is in violation of the rights of a third person which are superior to those of the plaintiff. 2 Restatement, Contracts, § 368, and comment (c); Patterson v. Martz, 8 Watts 374, 378, 34 Am. Dec. 474. See, also, Flattau v. Logan et al.,
There can be no question as to the validity of Mrs. Brankley's prior contract with defendants, and her rights thereunder cannot be defeated merely by the acts of plaintiff and defendants, who had knowledge or notice of the subsisting contract. See Dillingeret al. v. Ogden,
There remains to be mentioned but one other principle relevant and applicable to this action which plaintiff herself brought in equity. It is that, once the jurisdiction of equity has attached, it will itself proceed to round out the whole circle of the controversy, and decide every other contention connected with the subject *252
matter of the suit, including the amount of damages to which plaintiff may be entitled. Gray v. Philadelphia Reading Coal Iron Co. et al.,
All the assignments of error are overruled.
The decree of the court below is affirmed, at the cost of appellant.