47 N.J. Eq. 44 | New York Court of Chancery | 1890
This suit is brought to compel the specific performance of' at contract to convey land. It is brought by the vendee against the-Spring Lake Beach Improvement Company as vendor. A motion, has been made to dismiss the complainant’s bill, on notice under-paragraph 224 of the rules. The ground* of the motion is, that the bill shows that the contract, which the complainant seeks to-have enforced, was not made by the defendant corporation, andl is not its contract but the contract of another person.
The contract is set out in full in the bill'. It is under seal.. Its provisions, so far as they are material to the question raised! by the motion, are the following :
“This agreement, made and entered into by and between. John- O. Lucas,, president of the Spring Lake Beach Improvement Company, and William G-. Schenck, witnesseth, that the said Lucas agrees .to-sell and, the-said- Schenck. agrees to purchase all that certain lot of land,”
which is then described. The amount of the purchase-money is-also stated, and how its payment is to be secured. A payment of $5 is then admitted in the following words:
“Received on account of said purchase, by said. Lucas,- foi-the Spring Lake-Beach Improvement Company, the sum of $5.”
The contract is signed by Lucas, in. his- own name, without-addition of any kind, and sealed by himi with, a- common seal,,
If the complainant’s right to relief against the corporate defendant must be determined by the written contract, without the aid of oral evidence, it would seem to be perfectly clear that no relief can be given to him. The written contract imposes no duty or obligation of any kind upon the corporate defendant. According to its plain letter Lucas is the vendor; he agrees to .sell, and he is the only person upon whom, by its words, any obligation is imposed. Unless, therefore, the corporate defendant can be added as a vendor, by means of oral evidence, it would seem to be undeniable that no contract can be shown to have been made by it which can be enforced against it. Whether this can be done, without violating án established principle of the
The last remark of the Baron is the only one that directly touched the question which was before the court in that case for decision. The suit was not against an unnamed principal, but .against the person who appeared on the face of the instrument to be personally a contracting party. The plaintiff made no attempt to hold any other person liable. But the defendant attempted to escape liability by showing, by parol evidence, that in making the contract, on which he was sued, he acted, to the knowledge of the plaintiff, as the agent of a third person. This, it was held, he could not do. But the question before the court, it will be seen, was, not whether a person, not a party to
The agreement which the complainant asks to have enforced in this case is within the statute of frauds. It is an agreement for the sale of land. The complainant rests his right to relief on the agreement alone. His bill discloses no other right of action. This being so, he cannot maintain his action, unless the agreement on which his action is founded, or some- memorandum or note of it is in writing and signed by the defendant, or its authorized agent. Rev. p. 445 § 5. Authority to an agent to act for his principal in such a case may be created orally and may be proved by parol evidence (Milne v. Kleb, 17 Stew. Eq. 378), but no action can be maintained on the contract, which the agent makes, unless its essential terms are put in writing. The doctrine is settled, that a writing to be entitled to be held to be a compliance with the requirement of the statute of frauds, whether it be an agreement or a memorandum or note, must contain all the essential terms of the bargain, expressed with such certainty that they may be ascertained from the writing itself, without the aid of oral evidence. Yo thing can be added or supplied by parol proof, for the introduction of evidence of that kind would let in, at once, all the evils which the statute was designed to suppress. 8 Kent Com. 511; Brown St. of F. § 371. Where the action is by a vendee against a vendor, as it is in this case, and the complainant puts his right to relief exclusively on a written contract, as the complainant does here, it would seem to be clear beyond question, that unless the writing, set out in the bill, shows on its face that the defendant is the vendor, the complainant’s case has no foundation. That the defendant is the vendor constitutes the very foundation of the right of action in such a case. It is the fact that lies at the basis of the action,'
If a person who is not a party to the contract can be added by parol evidence, on the theory that the addition of a party does not contradict. the terms of the contract, inasmuch as the addition of a party does not show that the person who signed the contract in his own name is not a party, I do not see why a contract may not, by the same process of reasoning, be enlarged, by the same sort of evidence, both as to the subject of the contract and its price. To my mind, it seems just as logical to say, that evidence which shows that the subject of the contract was ten acres of land, does not contradict the written contract, though the contract itself says it was five acres, as it is to say, that evidence showing that John Smith was the vendor, does not contradict, a written contract which says that John Jones is the vendor. And this is the.view which the superior court of the city of New York expressed in Fenley v. Stewart, 5 Sandf. 101.
Neither the researches of counsel, nor my own, have resulted in the discovery of a single instance in which the rule laid down in Higgins v. Senior has been followed in an action for specific performance. There are, however, cases of that kind which lay down the opposite doctrine. Chadwick v. Maden, 9 Hare 188 ;
In my judgment, the defendant’s motion must prevail.'