Todd v. Taft
89 Mass. 371
| Mass. | 1863
Dewey, J.

Upon the facts shown in the present case, we see no difficulty in the plaintiff’s enforcing under this bill in equity all the rights that could have been énforced by Farnum, had the interest in the contract been vested solely in him. Whether the claim of Todd arises from an assignment to him by Farnum of this contract, or whether Todd stands in the relation of an undisclosed principal, seeking to enforce a contract made by an agent acting in his behalf, a court of equity will enforce the contract under a bill in the name of Todd.

The principal inquiry here is, whether the case disclosed upon the evidence is one entitling the plaintiff to ask the relief sought for, assuming him to be the party in interest. The case is nor *376that which would have been presented if Farnum had simply secured by the payment of a given sum of money the right to become the purchaser of fifty shares of Providence and Worcester Railroad stock, the right to be exercised or not, at his election, and to be attended with no forfeiture or liability, other than a liability to the loss of the sum paid for the right to purchase, if the state of the market at the day named made it for his interest not to complete the purchase. Had the contract been one of this kind, we might much more readily have held that the parties had made time the essence of the contract, and that the omission to elect on that day to make the purchase would be attended with the loss of all right to do so on any subsequent day. Such was not the character of this contract. The sum of money advanced, and the further sum stipulated to be paid at all events on the 1st of April 1862, were the whole estimated value of the stock which was the subject of the purchase, and this sum Farnum became bound to pay to the defendant. He gave to him his negotiable promissory note for the same, payable at the Blackstone Bank unconditionally.

It is true, as contended in behalf of the defendant, that no legal transfer of this stock to Farnum was effected by this contract, and the defendant remained the legal owner of it. It was only an executory contract by Taft to convey the stock upon certain conditions. But practically, as regards Farnum, it created all the liability on his part to make the payment therefor that would have attended a purchase and transfer of the stock. It was to be his upon the payment of a certain promissory note which he had given to the defendant. In the view we take of this case, it is to be dealt with in equity much like the case of a sale of stock, absolute on its face, but in fact designed to secure the payment of a certain sum of money upon a future day certain, where a bond or other proper writing is given by the vendee, undertaking to transfer the shares to the debtor upon payment at the day named of the sum stated. It is so, for the reason we have already stated, that Farnum had become the debtor of Taft for the balance of the purchase money. Jones v. Robbins, 29 Maine, 351, and cases cited. It seems, therefore, to *377be a proper case for relief from forfeiture of "a right, occasioned by want of exact performance by the party on the day stipulated in the agreement, if there exists such ground for relief as entitles the party to the aid of a court of equity.

"We think time was so far essential in this contract, that punctual performance would be indispensable, unless circumstances are shown reasonably excusing the delay. That which lies at the foundation of the plaintiff’s case is the alleged fact that a mistake was made on the part of the plaintiff and his agent, as to the precise day on which this money was to be paid upon the note. The note was dated October 1st 1861, and was payable in six months, without grace. The plaintiff alleges that he supposed the note was made in the common form, and without this exclusion of the usual days of grace, and that it was therefore due April 4th. This mistake was one which greater vigilance might have avoided, but it was also one that might-honestly occur, and we have no doubt that it did so occur in the present case. The evidence discloses that the plaintiff had the full purpose to be ready at the day the note fell due to pay the same. The plaintiff and Farnum had made arrangements at Providence to procure the money for that purpose. Certainly the defendant took no measures to apprise the plaintiff of the precise day the payment was due by the terms of the note. In his letter, alleged by one party to have been written March 30th, and by the other to have been written March 29th, he made no allusion to the fact that the note would fall due on April 1st, or that he should require payment of it on any day named. Propositions had been pending between the parties for an extension of the loan or time of payment for the stock, and it was not until this letter was written that this matter was definitely settled. Again, the conduct of the defendant after April 1st is entitled to some consideration. On the 2d of April, Farnum wrote to the defendant asking him to send the stock to some fi-lend in Providence, as that would save him trouble and expense; and to this, by a letter of the same date, the defendant replied, “ Shall be in Providence Friday morning; and will see you at Waterford, when go down.” In this letter of the *378defendant of April 2d, he makes no. allusion to the fact that the time for payment of the note was past, or that the right to require a transfer of the stock was lost, and no offer to give up or cancel the note of Farnum. He treated the matter as if the payment was yet to be made. Farnum was on April 4th tailing active measures to fulfil the contract on his part. On that day he met the defendant in the cars, and applied to him to go to make the transfer, and the defendant then refused, and for the first time said to Farnum that the contract did not hold him.

Upon considering the testimony in the case, we are of opinion that circumstances are shown which are sufficient to avoid the objection taken, that the plaintiff has lost the right to enforce the specific performance of the contract by reason of his failure to pay the note on April 1st j that the delay was, under the circumstances, excusable, and that his readiness to pay the note on April 4th required the defendant to make the transfer of the stock. As the defendant on that day refused to make the transfer upon the ground that the contract was not binding upon him, the plaintiff is entitled to maintain this bill, and to have the stock transferred to him.