51 Ga. 47 | Ga. | 1874
Lead Opinion
It is said that in this case it was the express contract that Love was to test the land at his own expense. Certainly. And it is that very stipulation which makes the consideration, or, at least, a large part of it. Love was to run all the risk.
When, therefore, these parties met at Dalton, in 1856, it is a great mistake to say that this was Latimer’s land. Under the contract with Love the plaintiffs had acquired an equitable interest in it. They had the right, fairly acquired, and honestly paid for, under a written agreement, to buy it at a price to be fixed by its relative value as compared with Duck-town. Had there been no Dalton contract, and this been a bill to compel the specific performance of the Love contract, how would the matter stand ? Love was to test the land at his own expense. If he found copper he was to have a right to buy for $50,000 00, in case he had found a Ducktown, and for as much less as the mine should be of less value than the Ducktown. The parties would, without the Dalton contract, have a right to á decree on the payment by the complainant of a sum bearing the same relation to $50,000 00 as this lot bears to Ducktown. When they met at Dalton, the very first thing to settle was, what was the value of the new discovery as compared with the Ducktown mines? All parties seem to have agreed that the testing was a success; that the plaintiffs, by their skill, labor and expenditure, had developed a valuable property out of a lot of land of but trifling value. It seems to have been agreed all round that $50,000 00 was the price to be paid. Why? Because that was the value
As I have said, I do not think this an unfair, but a just and reasonable contract, one that almost any owner of undeveloped mineral land would be willing to make, and one that but few speculators would care to go into on the other side. Latimer knew, and Love knew, that- if a Ducktown mine was found $50,000 00 was but a small fraction of its value. But they also knew that there were large chances that Love would lose his time, his labor and his capital. No one who has ever heard or read of the uncertainties of such enterprizes can hesitate as to which party, under this Love contract, was taking the greatest risk. By the original contract, therefore, it is plain that if a mine of value was found Love had a right to buy the land at far less than would then be its value, and this for the plain reason that in such a case it would be his skill, labor and risk of capital that gave it value.
Assuming that this was the state of the case,*how can it be said to be unfair to Mr. Latimer? How can it be called a foolish contract, or one not founded on an adequate consideration, if he agreed to take for his $50,000 00 oiie-fourth of the land, or one-fourth of the stock of a company formed by the owners of the land ? If they were right in their estimate, he got $75,000 00 instead of $50,000 00 for his land; and if they were not right in their estimate, he was not entitled to $50,000 00. That sum was to be lessened according to the failure of the mine to come up to Ducktown. It was only on the presumption that the land was worth $300,000.00 that
The Dalton contract is based on the assumption that a new
To conclude, then, upon this point, my brother Trippe and I think a jury might well consider that this Dalton trade was not only founded on a valuable consideration, but AAras in fact only putting into another form the Love contract Avhich nobody pretends AA'as anything but fair and reasonable.
We think, therefore, the court erred in refusing to charge “.that it was a matter of course for equity to decree specific performance of a contract for the sale of land if it Avas in
Judgment reversed.
Dissenting Opinion
dissenting.
This was a bill filed by the complainant against the defendant, praying for a specific execution of an alleged contract for the sale of a lot of land. The defendant resisted the complainant’s right to a specific execution of the alleged contract on the ground of mistake and fraud in the procurement of it, and because the consideration was inadequate. On the trial the jury found a verdict for the defendant, A motion was made for a new trial on the several grounds set forth in the record, which was overruled, and the complainant excepted. •
It appears from the evidence that what is called the Dalton contract' was made between the defendant and six other persons, one of whom was Gault, who was dead at the time of the trial. All the'parties were corporators, and named in the Act of incorporation as such. The other corporators, except
There was no error in the refusal of the court to give in charge to the jury the first head-note in the case of Chance vs. Beall, 20 Georgia Reports, 142, as requested, in view Of the facts of this case, to-wit: “Where a contract for the sale of land is in writing, is certain and fair in all its parts, is for an adequate consideration and capable of being performed,.it is just as much a matter of course for a court of equity to decree a specific performance of it as it is.for a court of law to give damages for it in other cases.” This request was properly refused, because it did not state that it was discretionary with a court of equity to decree a specific performance of the contract as is stated in the opinion of the court in that case, and because it was not the law applicable to the facts of this case, as declared by the 3190th section of the Code, to-wit: “Mere inadequacy of price, though not sufficient to rescind a contract, may justify the court in refusing to decree a specific performance; so, also, any other fact showing the contract to be unfair, or unjust, or against good conscience.”
In looking through the record of this case I find no legal errors alleged, except such as are merely colorable for the pur
It is claimed by Love and his associates that they have expended $2,500 00 in testing the land for minerals, and, therefore, had acquired an interest in the land under the contract with the defendant; whereas, the truth is, that under the Love contract, the land was to be tested at his own risk and expense, and if found valuable, he had the right to purchase the land of defendant at the price fixed, and agreed either to do so or to go off the land, lose his labor, and give possession of it to the defendant. The fallacy in the argument for the complainant consist in the assiomjotion that Love and his associates, under the contract with defendant, acquired an interest in his
In view of the evidence contained in the record, the practical effect of the Dalton contract, so far as the payment for the defendant’s land is concerned, is very much like’the old game of “Heads,'/win; tails, you lose.”
I am of the opinion that the judgment of the court below should be affirmed.