21 N.J. Eq. 401 | N.J. | 1869
The opinion of the court was delivered by
This bill seeks the specific performance of an agreement alleged to have been made by the defendant to purchase, for the benefit of the complainant, certain lands which were sold under an execution against him, issued out of the Court of Chancery in a foreclosure suit. The substantial facts upon which the complainant relies are, that at the sheriff’s sale referred to, enough had been raised.'!» satisfy all the money due on the mortgage except a balance of $9000, and that being anxious to save the residue of his property, he requested the defendant to buy it for him, who consenting, the complainant, “ for that purpose and as a part of the purchase money,” assigned to him twenty-five shares of stock, of the value of $2500. It is thus shown that the purchase was made upon this arrangement, no one present at the sale being interested in making the property bring more than the amount due to the mortgagee. The inequity charged upon the defendant is, that he refuses to permit the property to be redeemed according to this agreement.
The general question as to the legality of parol trusts of this character, was discussed with much acumen upon the argument before this court. Among other topics, the con
But in the case now before us, this question does not in fact arise, as the statute of frauds has not been set up as a defence, and the foregoing intimations of opinion have been
The defence set up in this bill rests upon two grounds : First, that although the defendant did, in truth, agree with the complainant to buy in the lands in question for his benefit, that a fixed tiiiie to redeem was limited by the terms of such contract; and second, that if no tinm .. i,s originally limited, still the complainant’s right to enforce the trust has been lost by his own delay and laches.
As I regard the facts of this case, time was not of the essence of this contract between these parties. According to the defendant’s representation of the transaction, the complainant agreed to relieve him of the burthen of this purchase within sixty days from the time of the sale. I have no doubt that both these parties supposed it probable that this would be done, but I have failed to observe anything in the proofs which appears to indicate that the complainant was to lose absolutely the right of redemption, if he failed to comply on the day specified. The property was bought in at a price arbitrarily agreed upon, and without any exact reference to its real value; it is clear that the complainant regarded it to be of a greater value than the sum so fixed; it would, therefore, be a very harsh construction of his agreement with the defendant, to say that it was the understanding that if he was not punctual to the moment with his money, his right to redeem was forfeited. I think it would require very plain language, or very strong circumstances, to justify such a conclusion. The general principle is, that time is not regarded in equity as material to the contract, unless it is made so by express stipulation, or it reasonably follows from the situation of the contracting parties.
But it is not necessary to pursue this subject in any further detail, for on the second point taken in the answer, I am clear in my conclusion in favor of the defendant. Whatever may have been originally the nature of the agree
even,” says Judge Story, in delivering the opinion of the court, in Taylor v. Longworth, 14 Pet. 172, “ when time is not thus either expressly or impliedly of the essence of the contract, if the party seeking a specific performance has been guilty of gross laches, or has been inexcusably negligent in performing the contract on his part, or if there has, in the intermediate period, been a material change of circumstances affecting the rights, interests, or obligations of the parties; in all such cases courts of equity will refuse to decree any specific performance, upon the plain ground that it would be inequitable and unjust.” I think in the light of these rules, it may be fairly said that the complainant has lost his equitable claim to the lands in controversy. Admitting that the time for redemption was not definitely fixed by the agreement, still he could not reasonably require the defendant to retain the property indefinitely for his benefit. His stipulation was that he would redeem in sixty days; he made no offer to fulfill this engagement until after the lapse of over two years. This delay is but imperfectly explained; it is far from being justified. In this interval the complainant permitted the defendant to perform many acts which appeared to show that he considered himself the owner of the land. He improved the property by fencing and ditching, and in other ways. He sold part of it. There is some reason to suppose that the complainant himself entered into a negotiation for a purchase of a portion of these same premises. It is true, there are some circumstances which would somewhat blunt the point of these facts, and there is also some ground to suspect that the complainant has not
Upon a collateral branch of the case, however, I think the plaintiff should have relief. I refer to the circumstances that he put into the hands of the defendant, at the time of entering into his contract with him, twenty-five shares of stock. This stock the- defendant has since sold. I am unable to see upon what grounds the defendant can refuse to accoxmt for the moneys thus received. Both in his answer and in his testimony, when examined as a witness, he says, that " he understood ” that if the complainant failed to take the land off his hands within the limited period of sixty days after the sale, the stock was to belong to him. Even if we should assume this as the fact upon this point, it may well be doubted, whether in equity he could retain this money. He does not deny that the land was worth the money which he paid for it, and it is clear that the complainant appraised it at a higher rate. In this aspect, then, this stock must have stood as a forfeit, in case of a breach of the contract by the complainant, for there is not the least reason to presume that either party regarded its value as the fair amount of damages which the defendant would sustain in case of a non-compliance on the part of complainant. This penalty, therefore, upon well known maxims, would stand in equity merely as security against loss. This circumstance of the case, therefore, regarded from the defendant’s own point of view, would seem to fall within the principle that a court of conscience will prevent the inequity of a pure forfeiture. But, in point of fact, the proofs are overwhelmingly to the effect that there was no agreement that this stock should become absolutely the property of the defendant, in the
The decree should be modified in conformity with these views. The complainant should be allowed his costs in both, courts.
The whole court concurred.