171 Mass. 152 | Mass. | 1898
On October 27,1896, the school committee of the city of Boston, having power, under St. 1895, c. 408, § 2, with the approval of the mayor, to designate for school purposes lands which the board of street commissioners shall thereupon take by purchase or otherwise, passed an order requesting the
The answer alleges that $5,700 was the full value of the land, and that $9,500 was an exorbitant and excessive price for it. There has been no replication, and the report does not find directly whether the fair value of the land was $5,700 or $9,500. The bill alleges that the parties agreed, the plaintiff to sell, and the defendant through the board of street commissioners
1. Whether the vote was an acceptance of the offer contained in the plaintiff’s covenant to sell.
2. Whether the vote was a sufficient memorandum under the statute of frauds.
3. Whether the vote purported to be only an authority to the proper hand to accept from the plaintiff a deed when made out, and information to the school committee.
4. Whether the vote purported to be addressed to the plaintiff.
5. Whether the vote did not purport to make a contract with the plaintiff before the deed should be passed.
6. Whether the street commissioners were the agents of the city, and whether they had power to bind the city by an executory contract if they attempted to do so.
7. Whether the facts that the plaintiff bought the land on November 5, 1896, for $5,700 in anticipation of the action of the school committee and street commissioners, and shortly after offered it to the city for $9,500, not disclosing what the land had cost him, are grounds upon which the court in its discretion should refuse a decree for specific performance.
The board of street commissioners was a department of the
Whether the vote of December 22, 1896, was an acceptance of the plaintiff’s offer, or was an offer to the plaintiff, it was a sufficient memorandum under the statute of frauds. The recorded vote of a corporation, or of a committee acting upon a subject over which the committee has power, is a sufficient memorandum within the meaning of the statute of frauds, Pub. Sts. c. 78, § 1. Chase v. Lowell, 7 Gray, 33. Johnson v. Trinity Church Society, 11 Allen, 123. Tufts v. Plymouth Gold Mining Co. 14 Allen, 407. Townsend v. Hargraves, 118 Mass. 325, 335. Argus Co. v. Albany, 55 N. Y. 495. Grimes v. Hamilton County, 37 Iowa, 290. Marden v. Champlin, 17 R. I. 423. Browne, St. of Frauds, § 346.
The vote of December 22, 1896, as we construe it, purports to be more than an authority to the proper hand to accept from the plaintiff a deed when made out, and information to the school committee. Under St. 1895, c. 408, § 2, it was the duty of the board of street commissioners to take the land for school purposes by purchase or otherwise. The plaintiff was the owner of the land, and he is named in the vote which is to purchase the land of him for a sum mentioned. If, as the report assumes, his offer to sell for that sum was made before the vote was passed, the vote was an acceptance of his offer, and an agreement on the part of the board to purchase the land of him, as well as an authority to accept a deed from him, and a means of information to the school committee. If the plaintiff’s offer did not precede the passage of the vote, then the vote was an offer
The circumstances are wholly different from those of Dunham v. Boston, 12 Allen, 375. There the vote was in form only a recommendation on the part of a board which had the disposal of the public lands, and which was under no obligation to make a disposal of them. Here the vote is in form a vote to purchase, for a sum named and of a person named, who was the owner, and it was the duty of the board which passed the vote to take the land for the defendant for school purposes by purchase or otherwise. In Dunham v. Boston the vote did not import a contract, but was merely a step which might result in a sale. So in Edge Moor Bridge Works v. Bristol County, 170 Mass. 528, the vote was but a step toward the making of an executory contract. But here the vote itself imports a contract of purchase by its own terms, and it must, we think, be construed as a binding agreement to purchase, either upon its passage if the plaintiff’s offer to sell was then in, or upon the making of his covenant if that was made after the vote.
Under the provisions of St. 1895, c. 408, the board of street commissioners had the power to purchase the land for the city, and it was the duty of the board to take the land for the city by purchase or otherwise. It follows that the board was the agent of the city to make the purchase, and had power to bind the
The remaining question is whether the facts that the plaintiff bought the land on November 5,1896, for $5,700, in anticipation of the action of the school committee and street commissioners, and shortly after offered it to the city for $9,500, not disclosing what the land had cost him, should cause the court in its discretion to refuse a decree for specific performance.
These facts do not of themselves show that the contract was unreasonable or unfair or inequitable, or that it was tainted with fraud or bad faith, or that it would operate as a fraud on the public. The allegations of the answer that the full value of the land was $5,700, and that $9,500 was an exorbitant and excessive price for it, are not found by the report to be true. The circumstances stated in the report are suspicious, but are yet consistent with the fact that the price at which the board of street commissioners voted to purchase the land was a fair one, and that there was no fraud or bad faith. If the price was so exorbitant as to make the contract unconscionable, a court of equity would not decree specific performance. We should not, however, refuse to grant that relief merely because the vendor, ascertaining that a certain parcel of land would be needed for a public purpose, had had the address to purchase it at much less than its fair value, and then to sell it to the city at a fair price, through a board charged with the duty of taking it for the city by purchase or otherwise. If the price was exorbitant, the contract might well, under the circumstances, be found to be unconscionable, and one which a court of equity would not specifically enforce. As this was not proved, and as there was a contract of purchase which the city has failed to perform, we think the plaintiff is entitled to a decree.
Decree for the plaintiff.