King v. Ruckman

21 N.J. Eq. 599 | N.J. | 1870

The opinion of the court was delivered by

Dalrimple, J.

This cause was argued at so late a day in the term as to make it impracticable now to enter into any discussion of the questions of law or facts involved.

The court, after careful consideration of the case, has directed me to state the conclusions at which it has arrived, as follows:

First. Time is not of the essence of the contract on which the complainant’s bill is founded.

Second. It is a general rule that in equity time is not deemed to be of the essence of the contract, unless the parties have expressly so stipulated, or it necessarily follows from the nature and circumstances of the contract.

Third. A contract for the sale of land is regarded in equity for most purposes, as if it had been specifically executed. The purchaser becomes the equitable owner of the land, and the seller of the purchase money.

Fourth. Iii this case there is nothing in the terms of the agreement itself, in the nature of the property, or the attendant circumstances, which would make it inequitable for the court to interfere and decree performance of the contract, though payment, or offer of payment, had not been made on the precise day fixed.

Fifth. Parol evidence of conversations between the parties at and before the execution of the contract, is not admissible to alter, add to, or vary the terms of the written instrument, and thus render it a contract of which time is of the essence. But a defendant to a bill for specific performance may offer such conversations in evidence as independent proof, to rebut an equity sot up by the complainant.

Sixth. The defendant’s contention that because the second payment of $19,900 was not made on the first day of June, he lost certain contracts for the sale of land, to fulfill which on his part, it was understood he depended on the receipt of said second payment on the day it fell due, is not well founded, because he says in substance, that these contracts matured during that month of Juno, and that payment by the 10th would have served his purpose, and further, that oil the 2d of June, as early as eight o’clock A. M., he served on complainant a notice that the contract was at an end, and ever afterwards refused to acknowledge its existence.

Seventh. It satisfactorily appears, that while the complainant on and prior to the said 1st day of June, was desirous of fulfilling the contract on his part, the defendant was anxious to rid himself of it.

Fighth. The notice given by defendant to complainant, that the time of payment of the $19,900 would not be extended, cannot aid the defendant, because the complainant was ready with the money on the day of payment, and the dispute is, whether he produced and offered it at the proper place.

Ninth. By the contract the $19,900 was payable at the house of the defendant, and not at the office of Mr. Voorhis.

Tenth. Assuming that the defendant’s refusal to extend the time of payment of the $19,900, made it necessary for the complainant to make the payment on the precise day stipulated, the weight of the testimony, after giving due and legal consideration to the answer of the defendant, and full credit to the testimony of Mr. Voorhis, is that by an understanding between the parties, the office of Mr. Voorhis was the place at which the payment was to be made. And the complainant having presented himself there with the money on the 1st day of June, and the defendant failing to attend and accept it, and having early the next morning , sought to repudiate his contract, and refused three days afterwards to receive the money, when the complainant expressed his willingness to pay it, the defendant’s answer to the complainant’s case that the money was not tendered to the defendant at his house, on the 1st day of June, cannot prevail in a court of equity.

Eleventh. Though Mr. Voorhis advised the complainant to seek out the defendant at defendant’s house, and tender the money to him there, the complainant did not, under the circumstances, lose his rights by not doing so.

Twelfth. Taking the contract, bill, and answer together, it can be made to appear with sufficient certainty, without resorting to parol evidence, what lands were intended to be embraced in the contract.

The result is, that the cross-bill of Euckman should be dismissed with costs in this court, and the court below, and a decree entered in the original cause, with costs in both courts, directing the defendant, Euckman, to make conveyance according to his contract, so far as he has the ability to do so. If the defendant should be able to perform his contract in part only, then the value of the lands embraced in the contract, and which he is not able to convey, should be ascertained, and damages awarded to the complainant, or allowance made to the defendant, as the principles of equity may require. In case the lands to be conveyed, or any of them are encumbered, and the defendant cannot remove the encumbrances for want of funds , the complainant must .assume the encumbrances, or pay the same, and receive an allowance therefor on the purchase money. If the contract cannot now be fully executed, let it be carried into effect on equitable principles, as far as circumstances will admit.

The decree of the Chancellor in the original cause must also be reversed, and a decree entered in this court in accordance with the principles above stated.

For reversal — Beasley, C. J., Bedle, Dalrimple, Depub, Kernedy, Vail, Wales. 7.

For affirmance — Ogden, Olden, Scudder, Van Syckel, Woodhull. 5.