61 Fla. 653 | Fla. | 1911
Lead Opinion
(after stating the facts.) — Whether the specific performance of a contract for the conveyance of real estate will be enforced by judicial procedure is determined by the application of the established principles of equity designed for administering justice that are appropriate to the facts and circumstances of the particular case. Primarily the contract should be definite and legally binding and its enforcement be practical and equitable. See Taylor v. Florida East Coast R. Co., 54 Fla., 635, 45 South. Rep., 574, 16 L. R. A. (N. S.) 307, 127 Am. St. Rep., 155; Asia v. Hiser, 38 Fla., 71, 20 South. Rep., 796; 10 Current Law 1674; Maloy v. Boyett, 53 Fla., 956, 43 South. Rep., 243.
Where in a contract to convey lands it is expressly covenanted by an indenture that time shall be of the essence of the contract, the plaintiff to have specific performance must perform or offer to perform within the time specified, unless his delay is sufficiently excused or waived. Non performance of a contract for the conveyance of land within the specified time may be excused so as to authorize specific performance when the defendant caused the delay, as by evading tender or performance, or by causing
Where a party has paid no part of the purchase price, and loses a right to purchase lands within a stated period by the mere expiration of the time definitely limited by an indenture in which time is expressly made of the essence of the contract, such loss is not a forfeiture requiring action by the opposite party and against which equity will give relief.
Improvements afford no independent ground for specific performance unless they are both valuable and permanent and are warranted by the contract. 36 Cyc. 670.
In construing a contract the leading object is to ascertain and effectuate the intention of the parties. To ascertain the real intent, the language used, the subject-matter, and the purpose designed may be considered. When the purpose designed to be accomplished is ascertained, the meaning and effect given to the language used should comport with the intended purpose. While ambiguous language is to be construed against the person using it, yet it should be given an effect that will be in accord with the object in view. The real intention, as disclosed by a fair consideration of all parts of a contract, should control the meaning given to mere words or particular provisions, when they have reference to the main purpose. Brown v. Beckwith, 60 Fla., 310, 53 South. Rep., 542. With these principles in view the allegations admitted by the demurrer will be considered.
The contract in this case was a lease for five years from March 24th, 1905, provided lessees pay in advance to the lessor without demand $40.00 four times during each of
The notation “Lease paid to June 30th, 1905, P. L’ E.” did not extend the period of the lease definitely fixed in the deed. It merely acknowledged the payment in fact on March 24, 1905, of the quarterly rent due April 1st, 1905, and recited as being the consideration for the making of the lease. This clearly appears from the allegations of the bill admitted by the demurrer.
The days between March 24th, 1905, and April 1st, 1905, for which apparently no rent was paid were equal to those days between March 24th, 1910,. when the lease expired, and April 1st, 1910, when a regular quarter ended, so the lessees had a five years lease for five years payments. The rent payments were required to be made quarterly in advance and the purchase payment was required to be made “within the period” of the lease. This meant if rents were paid to and including January 1st, 1910, the purchase money was to be paid before the lease expired because the lessees had possession and the lessor was entitle,d to the purchase money or the rent while the lessors were in possession under the contract. The covenant of the lessor to make “a good title to the lands” is dependent upon the faithful performance of the conditions of the lease by the lessees and the payment by the lessees of the $2,000.00 within the time or period of the lease. Possession was given and taken in virtue of the lease, the first rental payment in advance being recited as the consideration for the deed. The right to purchase during the lease period was expressly given, but the lessees were not bound to pay the purchase price so long as they paid the rent as agreed and the last payment in advance of the rent on January 1st, 1910, entitled the lessees to possession
It is alleged that the quarterly payments of rent were received by the lessor “from and after June 30th, 1905, on each of the several quarter days in said deed mentioned.” This shows that the notations on the deed means that the $40.00 contracted to be paid on April 1st, 1905, was in fact paid on March 24th, 1905, as stated in the body of the deed as the consideration for the lease. If the lessees misinterpreted the contract it affords them no equity for specific performance, the lessor not having misled the lessees. See Pomeroy on Specific Performance, section 232 et seq. It is contended that a ground for the relief prayed is afforded by the allegations that the plaintiffs, the lessees,, believed and have acted upon the understanding and belief that the $2,000.00 might be paid at any time while plaintiffs were not in default in the performance of their part of said instrument above set forth, that each of said forty dollar payments when made completed plaintiff’s performance with respect thereto up to the next quarter day in said instrument mentioned, and that plaintiff’s performance of said instrument was complete up to and inclusive of the 31st day of March, 1910. And these plaintiffs aver that the said understanding of the plaintiff’s was induced or ac
There appears to be no just basis for an equity in these allegations. Tbe asserted “understanding and belief on tbe part of tbe plaintiffs that,” tbe terms “Lease paid to June 30th, 1905, P. L’E,” having been noted on tbe lease, tbe payment of tbe $40.00 on March 24th, 1905, and eacn subsequent quarterly payment “was made with the understanding and belief on tbe part of the plaintiffs that tbe same operated to extend tbe said instrument to' tbe next quarter day in said instrument mentioned,” is not reasonable under tbe facts alleged, and could not have been justified under tbe circumstances so as to give tbe lessees an equity for specific performance. If this construction of tbe addenda bad been called to tbe attention of tbe lessor, a difference as to it might have been avoided.
Tbe notation on the lease is not misleading and no act of tbe lessor’s representative that was fairly calculated to deceive or mislead tbe lessees is alleged. If tbe lessees erroneously construed tbe contract or misunderstood
Allegations in the bill of complaint of facts showing a disposition on the part of the lessor and her agent to “do what is just and honorable in the premises” and to return some of the rental payments made, or to otherwise adjust the controversy, do not give the lessees the right claimed.
The allegation that the lessees had verbally agreed to let another party have an interest “in the rights of the plaintiffs in and to said land by reason of the instrument above set forth” gives no equity as against the lessor.
Allegations that the lessors remain in possession of the land and that they enclosed it with a substantial fence for pasture purposes, do not give an equity for specific performance of the contract in this case.
As the offer to pay the price was not made till March 30th, 1910, after the expiration of the period limited, and as no equities appear to warrant the court in disregarding the contract provision that “time is of the essence of this contract,” the contract should not be specifically enforced, there being no waiver of the rights given by the contract.
The order appealed from is reversed.
Dissenting Opinion
dissenting.
I cannot give assent to the construction placed upon the contract by the court.
It would seem that the so-called lease feature of the contract was rather in the nature of quarterly interest at the rate of eight per cent, upon the deferred payment, with a right of re-entry upon default, which could be stopped at any time by anticipating the maturity of the principal.