Ross v. Carroll
194 N.W. 315
Minn.
1923
Check Treatment
Taylor, C.

This is аn action to enforce specific performance of an executory contract by whiсh plaintiff agreed to sell and convey and defendant agreed to buy a farm of 160 acres in Martin county for the sum of $38,400, being $240 per acre. The contract bears date July 21, 1920, and a copy of it is attached to аnd made a part of the complaint. By its terms defendant agreed to pay the sum of $1,500 at the execution of the contract, the sum of $8,500 on March 1, 1921, and further agreed to assume two mortgages and a ditch lien then against the land and to secure the balance off the purchase price by executing a third mortgage to plaintiff. The complaint alleged that defendant made the initial payment of $1,500, but failed to make thе payment of $8,500 due March 1, 1921, or to execute , the third mortgage. Defendant admitted the contract and аlso the defaults alleged, and then set forth as a defense that she had been induced to enter into the сontract by fraudulent misrepresentations concerning the land.

This issue of fraud was tried to a jury who returned a verdict in favor of plaintiff. Defendant acquiesced in this finding without making a motion for a new trial of this issue. The remaining issues were ‍‌‌​‌​​​‌‌‌​​​​‌​‌​‌​​‌‌‌​‌​​‌‌‌​​​‌​​​​​‌​​‌​​‌‌‍tried to the court some months later who resolved them all in favor of plaintiff and ordered judgment for specific performance of the contract. Defendant appeals from an order denying a new trial.

*134Defendant contends: (1) That plaintiff’s title is unmarketable; (2) that specific performance оught not to be enforced for the reason that the contract is inequitable and unconscionable.

Although defendant, in her answer, admitted plaintiff’s title, plaintiff proceeded to prove his title and defendant еndeavored to ‍‌‌​‌​​​‌‌‌​​​​‌​‌​‌​​‌‌‌​‌​​‌‌‌​​​‌​​​​​‌​​‌​​‌‌‍pick flaws in it. It may be well to note that the contract in question differs from the contracts involved in Howe v. Coates, 97 Minn. 385, 107 N. W. 397, 4 L. R. A. (N. S.) 1170, 114 Am. St. 723, and Knudson v. Tresbesch, 152 Minn. 6, 187 N. W. 613, on which defendant relies, in that this contract contains no рrovisions for furnishing an abstract of title and no provision that the title shall be good of record. But as plaintiff’s title is in fact of record, the distinction pointed out is only important as showing that some ‍‌‌​‌​​​‌‌‌​​​​‌​‌​‌​​‌‌‌​‌​​‌‌‌​​​‌​​​​​‌​​‌​​‌‌‍of the rules applied in those cases are not applicable in this. The contract in question does, however, providе that plaintiff shall convey the property “by a good and sufficient warranty deed,” 'and this obligates him to cоnvey a marketable title — a title good in fact.

1. The first objection urged against the title is that it comes through а deed executed in 1879 in which no wife joined and which contains nothing to indicate whether the grantor was married or single. This objection is disposed of by Judd v. Skidmore, 33 Minn. 140, 22 N. W. 183; and Brendemuhl v. Schwager, 155 Minn. 321, 193 N. W. 455. There is no presumption that the grantor was married, and the lаpse of more than 40 years ‍‌‌​‌​​​‌‌‌​​​​‌​‌​‌​​‌‌‌​‌​​‌‌‌​​​‌​​​​​‌​​‌​​‌‌‍without anyone claiming that he was married gives rise to an inference that he was not.

The second objection to the title is that one Mary J. Palmer died owning a mortgage on the land and that the executor of her will assigned the mortgage to himself and subsequently satisfied it. Defendant urges that the exеcutor could not deal with himself. The title to the mortgage vested in the executor, 1 Dunnell, Minn. Dig. § 3568, and he had authority tо satisfy it whether the transfer to himself as an individual was good or bad. The other alleged defects do not requirе special mention.

2. Defendant contends that plaintiff’s demand for specific performance of the contract is inequitable ‍‌‌​‌​​​‌‌‌​​​​‌​‌​‌​​‌‌‌​‌​​‌‌‌​​​‌​​​​​‌​​‌​​‌‌‍and unconscionable and should be denied on that ground. Courts sometimes refuse to em *135force contracts on that ground. Bredesen v. Nickolay, 147 Minn. 304, 180 N. W. 547. But they cannot do so arbitrarily; nor because they deem the contract unwise; nor because subsequent events disclose that it will result in a loss to the defendant. To justify refusing specific performance оn this ground where there is no mistake and the contract was deliberately entered into, it must appear that the defendant has been misled and overreached to such an extent that the contract is unconscionable. Defendant is confronted by the fact that the jury by a special verdict declared that her charges of fraud and misrepresentation were unfounded, and that the court adopted this verdict as a part of its findings and found all other issues in favor of plaintiff. She bases her contention on the claim that the purchase price of $240 per acre greatly exceeded the value of the land and that the interеst on the purchase price and the taxes on the land will greatly exceed its rental value. She produced witnesses who placed the market value,, at the time of the sale at amounts ranging from $150 to $175 per acre. Plaintiff produced witnesses who placed the value at that time at $240 per acre and highеr, and who named actual sales made at higher prices. Land prices were unusually high when the contract was made. All agree that they have fallen greatly since then. We cannot say that defendant was misled or overreached in fixing the price. It may doubtless be taken as true that the rentals from the land will fall far short оf paying the taxes on the land and interest on the purchase price, but these were matters which should hаve been taken into, account when making the contract. We find no sufficient ground Ifor refusing to enforce it as unconscionable.

Order affirmed.