Ross v. Parks, 93 Ala. 153

COLEMAN, J.

— A general rule governing cases for specific performance is, that the contract must be mutual, and that either party is entitled to the equitable remedy of a specific performance. Exceptions to this general rule are well established, and one class of contracts to which the exceptions may be applied are those which are unilateral in form. — 1 Pomeroy on Contr., §§ 167, 168.

The exception as to unilateral contracts has been fully recognized and adopted in this State. The case of Moses v. McClain, 82 Ala. 370, was for a specific performance of the following contract: “For and in consideration of the sum of one dollar in hand paid, I hereby give A. J. Moses an option on my lands and improvements situated near Sheffield, and known as my home place, containing one hundred and twenty acres, more or less, for the sum of eight thousand dollars. . . . This option good for 2 days;” signed “J. W. McClain.” It was contended that as Moses, the covenantée, bound himself by no writing, and not having bound himself, he could not in this proceeding hold McClain bound; that the contract not being mutually binding, chancery will not compel its specific performance. The court declared as follows : “Mutuality is frequently said to be one of the conditions of a rightful suit for specific performance. The authorities, however, do not carry it to the length contended for. Where the contract is fair, just and reasonable in all its parts, and the party sought to be charged has so bound himself as to meet the requirements of the statute of frauds, the election of the other contracting party to treat the contract as binding, and to enforce it, meets all the requirements of the rule;” citing 79 Ala. 180 ; .3 Pom. Eq. § 1405, and notes; Wait Spec. Perf. § 201; Cherry v. Smith, 39 Amer. Dec. 150.

The case of Johnson v. Trippe, 33 Fed. Rep. 530, is an authority directly on the point in question — the contract being almost identical in its provisions. The different authorities are very generally quoted and commented on in this case, and the conclusion the same as held by this court.

The evidence fails to show that there was such forcible entry and unlawful detainer as to deprive complainant of his right to file a bill to remove a cloud from title, but the equity •of the bill does not depend upon that principle. The complainants, holding the equitable title, bring their bill to compel a conveyance of the legal title by those who hold it in trust for them. In such a case, the jurisdiction in no wise depends upon possession.— Gray v. Jones, 14 Fed. Rep. 83; Shipman v. Furniss, 69 Ala. 562.

The doctrine is well settled, that when the vendor, after entering into a contract of sale, conveys the land to a third person, who has knowledge or notice of the prior agreement, such grantee takes the land impressed with the trust in favor of the original vendee, and holds it as trustee for such vendee, and can be compelled at the suit of the vendee to specifically perform the agreement by conveying the land, in the same manner and to the same extent as the vendor would have been liable to do, had'he not transferred the legal title. — -1 Pom. on Contr. § 465, and note. The same rule is declared in Dickinson v. Any, 25 Ala. 424; Meyer v. Mitchell, 75 Ala. 475.

It may be stated as a sound principle of law, if an owner of land in writing gives another an option on it for a valuable •consideration, whether adequate or not, agreeing to sell it to him at a fixed price, if accepted within a specified time, it is binding upon the owner, and upon those who purchase from the owner with a knowledge of such agreement. — Moses v. McClain, 82 Ala. 370; 33 Fed. Rep., supra; Maull v. Vaughan, 45 Ala. 134, and authorities.

Under such circumstances, the fixed time is a material part of the contract, and when supported by a valuable consideration, the owner of the land can not revoke the oiler before the time has expired within which the offer may be accepted. We. do not declare that, if no specified, definite time was fixed by the parties, and the contract of offer was not supported by a valuable consideration, such an offer could not be revoked. We express no opinion upon this question. — Johnson v. Trippe, 33 Fed. Rep., supra; Wilks v. Ga. Pac. Railway Co., 79 Ala. 185; Fale v. Caldwell, 9 Port. 617; Cherry v. Smith, 3 Humph. 19; 1 Story on Con. § 496; 1 Parsons on Contr. § 481, bottom page 511; Bishop on Contr. § 325; Benj. Sales, § 42.

We find no error in the decree of the chancellor, and it is ■affirmed.

Case Details

Case Name: Ross v. Parks

Court Name: Supreme Court of Alabama

Date Published: Nov 15, 1890

Citation: 93 Ala. 153

Court Abbreviation: Ala.