153 A. 430 | Pa. | 1930
Defendant executed and delivered to the legal plaintiff an option as follows:
"April 18th, 1928.
"Real Estate Company of Pittsburgh, "Wood and Fourth, "Pittsburgh, Pennsylvania.
"Gentlemen:
"In consideration of One ($1.00) Dollar in hand paid, I hereby give you the option to purchase my property situate 1628 Penn Ave., at the price of $15000.00. This option to expire at 12 o'clock noon, April 24th, 1928. *505
"If this option is accepted by you and transaction closed, I agree to pay you a commission of 3% on the sale price. It is understood that the property is free and clear of encumbrances excepting a mortgage in the amount of $6,000.00.
"Very truly yours,
"J. A. RUDOLPH."
The next day, and before he was formally notified of the acceptance of the option, defendant informed plaintiffs that he would not sell the property because his wife would not join in the conveyance. They were willing, however, to accept a title without the joinder of the wife, as, of course, they had the right to do (Corson v. Mulvaney,
It is of course true that, if an option has no actual or legal consideration to support it, it may be revoked by the optioner at any time prior to acceptance. Defendant's answer does not aver a lack of consideration, however, and hence neither the fact nor effect of a want of it should have been considered by the court below. Moreover, this option has a legal consideration to support *506 it. In Lawrence v. McCalmont, 2 Howard (43 U.S.) 426, 452, it is said, in an opinion by Mr. Justice STORY: "The second [defense] is, that the payment of the one dollar is merely nominal and not sufficient to sustain the guarantee, if it had been received; and it is urged that it was not received. As to this last point, we feel no difficulty. The guarantor acknowledged the receipt of the one dollar, and is now estopped to deny it. If she has not received it, she would now be entitled to recover it. A valuable consideration, however small or nominal, if given or stipulated for in good faith, is, in the absence of fraud, sufficient to support an action on any parol contract; and this is equally true as to contracts of guarantee as to other contracts. A stipulation in consideration of one dollar is just as effectual and valuable a consideration as a larger sum stipulated for or paid. . . . . . But, independently of all authority, we should arrive at the same conclusion. The receipt of the one dollar is acknowledged; no fraud is pretended or shown; and the consideration, if standing alone in a bona fide transaction, would sustain the present suit." That case is apposite here, since the traditional statement in the option of the "$1 in hand paid," can only mean that appellant acknowledges the receipt of that sum.
If this is so as concerns a guarantor, in whose favor the law leans, it must be so in cases like the present, and so it has been held in Watkins v. Robertson,
We need not elaborate upon these authorities, however, since the point is so ruled, in an opinion by the retiring Chief Justice, in Piper v. Queeney,
The cases cited in that opinion bear out the text and there are a number of others, both before and since (see those referred to in Martin v. Berens,
Either of the foregoing points is conclusive of the present controversy, but it may not be inappropriate to refer to two others. There is no pretense here that defendant's signature to the agreement was obtained by any inducement other than as expressed in it, or that anything was added to or omitted from it by fraud, accident or mistake. Consequently it must be construed just as it is written, and every clause must be given its *508
plain meaning: McHenry Lumber Co. v. Second Nat. Bank of Wilkes-Barre,
Moreover, it is quite possible, when taken in conjunction with a finding of the chancellor that defendant knew the agreement was sought because of a hoped-for resale to a third party, that its true interpretation is that defendant gave to the legal plaintiff an option until "12 o'clock noon, April 24th, 1928," to find a purchaser for the property at $15,000, and said to him, "if this option is accepted by you and transaction closed, I agree to give you a commission of three per cent on the sale price." No other construction satisfactorily explains why the vendor agreed to pay the vendee for buying the property, instead of merely stating that the sales price is to be $14,550. If that construction is correct, then the agreement contemplated services to be rendered by plaintiff to defendant forthwith, which the former impliedly agreed to render, and hence an additional valuable consideration appears.
The decree of the court below is reversed at the cost of appellee, and the record is remitted that the decree nisi may be entered as the decree of the court. *509