150 Minn. 111 | Minn. | 1921
Action for the reformation of a contract for the sale and purchase of a farm. The relief asked was granted, and defendants appeal from, the judgment, their motion for a new trial or amended findings having been denied.
Defendants agreed to sell their farm to plaintiff, and on April 12, 1920, they, with plaintiff, went to an attorney to have the agreement reduced to writing and executed. while the contract was being prepared, or just prior to affixing the signature of the parties, the attorney deemed it his duty to advise the parties that under the circumstances of that deal the vendors would have to bear the loss, should the buildings be lost or damaged through fire or other cause. Plaintiff said nothing, but a daughter of defendants, who was there to assist them, demurred to this. Then, at the suggestion of the attorney that they could protect themselves by insurance, and, after consulting with defendants, she stated that it was all right and they would take out additional insurance. There is no contradiction on this point, except that the daughter testified that she did not consult with defendants, and they testified they did not hear or understand that the attorney made the‘statement mentioned. The defendant Mr. Linster was somewhat hard of hearing. Both he and his wife were well advanced in years and understood and spoke the English language with some difficulty. An agent with whom defendants had listed the farm for sale and another person who had assisted him were also present, and heard what was said when the contract was drawn and signed. Both corroborate plaintiff’s claim.
The court found that it was understood and agreed at the time of making the contract, and before signing the same, that the premises described' in said contract were to be delivered to plaintiff March 1, 1921, in the same condition as they were on April 12, 1920, reasonable wear and tear excepted, and that any loss or damage to buildings on said
The main contention of appellants is that the evidence does not sustain the findings mentioned. We have examined the record attentively, having in mind the rule that it must be clear and'convincing in order to warrant- reformation, and reach the conclusion that the findings should stand. That the subject was discussed as to who should bear the loss if the buildings were destroyed before March 1, 1921, was distinctly admitted by the defendants’ daughter. The proof is also quite convincing that she acceded to the proposition of the attorney. That she was there to aid and assist the defendants and that plaintiff could rely on what she consented to as their agent, is beyond controversy. That the provisions agreed upon, as found by the court, were not inserted in the contract was due to the, perhaps, mistaken notion of the scrivener that in legal effect they were embodied in the instrument he had prepared. R. was acting for both parties and his mistake, if any, which all adopted by acquiescing therein, became a mutual mistake.
The authorities are not all one way that the attorney’s notion of the law was wrong. 27 R.C.L. §§ 293, 295, title Vendor and Purchaser. But that is immaterial now. If the provisions were actually a part of the agreement, plaintiff is, under the circumstances, entitled to have them made a part of the written contract, whether they were or were not essential to protect him against the loss the parties had in mind. The rule applicable here is one stated in Wall v. Meilke, 89 Minn. 232, 94 N. W. 688, in these words: “If, however, the parties to an agreement, while in the process of reducing it to writing, fall into error, and the instrument, by means of a mistake of law, fails to express the contract which the parties actually entered into, equity will interfere, and grant the appropriate relief to the same extent as if the failure of the writing to express the real contract was caused by mistake of fact.”
The terms of the deal made it of some importance to the parties that they have an understanding as to who should bear the loss in case of
It is claimed that the court erred in admitting proof that defendants thereafter increased the insurance on the buildings. We think not. Subsequent conduct of a party in relation to a matter may throw some light as to the existence of a prior agreement with -reference thereto.
The judgment is affirmed.