Nickerson v. Bridges, 216 Mass. 416

Nickerson v. Bridges

216 Mass. 416 | Mass. | 1914

Braley, J.

The plaintiff asks for specific performance of an alleged contract for the sale of the real property described in the bill, and after a decree in his favor the case is here on the defendants’ appeal, with a report of the evidence taken by a commissioner. If not shown to be clearly erroneous the findings of fact by the trial judge will not be reversed, and the first question is whether an enforceable contract was consummated. The preliminary verbal negotiations instituted by the plaintiff, a resident of this jurisdiction, took place at the home of the defendants in another State, where, as the judge could find, a definite oral proposition to buy the land at an agreed price was finally made, and held for consideration by the vendors with the request that upon his return he would reduce the offer to writing and transmit it. The letter sent in his behalf by the firm of brokers, whose names he *420had given to the defendants, and one of whom had accompanied him and was present at the interview, embodied the terms previously discussed, and which the parties seem to have understood as being satisfactory if a bargain was struck. It refers to the conversation, names the price, describes the land with the estimated area, and closes by requesting that the defendants forward their formal acceptance at once in order that the necessary papers may be prepared. The letter is not a final proposition of purchase. It is a statement of the oral agreement as requested. The letter in reply accepted the offer at the price named, with a description of the property, and also enclosed a letter to the plaintiff referring to some ancient deeds where certain rights of way of which he had spoken were mentioned.

The purpose of this correspondence and the intention of the parties were questions of fact. The judge’s conclusion that the defendants’ reply to the brokers was an acceptance of the oral bargain, with its terms of sale, is in accordance with the view which he properly could take of the testimony, in the light of which.the correspondence must be read.

It is urged by the defendants, that, if this is the true interpretation, the oral offer was too indefinite and uncertain to form the basis of a contract for the sale of real property and there is no sufficient memorandum to satisfy the provisions of the R. L. c. 74, § 1, cl. 4, 5. But the land had been identified by a sufficient description, the price agreed upon, and the direct trend of all the evidence shows it was to be paid upon delivery of the deed. If at the interview the oral agreement had been put in writing and signed, the contract would have been binding on the parties. Sanborn v. Flagler, 9 Allen, 474. Hurley v. Brown, 98 Mass. 545. Gowen v. Klous, 101 Mass. 449, 454. Mead v. Parker, 115 Mass. 413. A reasonable time would have been understood if the memorandum had failed to fix the period of fulfilment. By their subsequent dealings they became bound as effectually. Atwood v. Cobb, 16 Pick. 227. The letters, even if written after the plaintiff returned home, all related to the oral contract, and may be used unitedly to form a sufficient memorandum under the statute. Nickerson v. Weld, 204 Mass. 346 and cases cited. The assent of the parties being certain, and the contract as finally expressed within its requirements, the subsequent telegram and letter of *421the defendants declining performance, and asking to be released, did not abrogate the plaintiff’s right to the full benefit of the agreement either in equity for specific performance, or by an action at law for damages. O’Brien v. Boland, 166 Mass. 481, 483. Barrie v. Quinby, 206 Mass. 259. The filing of the bill and tender of the price were sufficient notice to the defendants that he insisted upon performance, and as they signed the agreement, it is no defense under the statute that the plaintiff did not. Old Colony Railroad v. Evans, 6 Gray, 25.

It is contended lastly, that to decree relief would be inequitable. The plaintiff even if he has acted promptly cannot demand as of strict right, that the contract shall be specifically performed. The prayer for such relief is addressed to the sound discretion of the court, as are the requests for most equitable remedies. Banaghan v. Malaney, 200 Mass. 46. Where the party to be charged has been overreached, or great hardship may be entailed, the court will exercise its discretion to prevent oppression and injustice, and this form of relief will be refused, although the bill, if the plaintiff desires, may be retained for the assessment of damages, rather than to remit him to his remedy at law- Seton v. Slade, 2 White & Tudor’s Lead. Cas. in Eq. (4th Am. ed.) 513,526. American Stay Co. v. Delaney, 211 Mass. 229. The evidence as to the market value of the land was conflicting. Undoubtedly the plaintiff sought to obtain it as cheaply as possible, and he and his brokers were better acquainted with its value than the vendors. But the judge has found that one of the defendants, who acted for herself and her sister the co-defendant, while advanced in years, was a business woman of experience, familiar with the location and the valuation made by the assessors of taxes. The bargain, moreover, was not entered into precipitately under pressure of the plaintiff’s presence and urgency, nor were the defendants ignorant of their legal rights. During a period of five days, as he further finds, they could have made inquiries and obtained information and advice, as to whether the price offered ought to be accepted. It cannot be said under these conditions, that the difference was so grossly inadequate as to lead to the inference of constructive fraud by the plaintiff, or of mistake in the making of the contract. New England Trust Co. v. Abbott, 162 Mass. 148, 155.

We perceive no error in the rulings which rested on the findings, *422and in accordance with what has been said the decree must be affirmed with costs.

Ordered accordingly.