30 Ga. App. 63 | Ga. Ct. App. | 1923
Lead Opinion
(After stating the foregoing facts.) In support of the general demurrer the able and learned counsel for the plaintiff in error make two main arguments: first, that the alleged contract was void because of the indefiniteness of the description of the plaintiff’s lands; and second, that a proper construction of the correspondence between the parties shows conclusively that the defendant was not bound to buy the propert3r unless a plat was submitted that was satisfactory to him, and that no such plat was furnished. We will discuss these contentions in the order named.
The law does not favor the destruction of contracts on the ground of uncertainty, and a contract will not be declared void on that ground unless, under all the circumstances, the intentions of the parties cannot be fairly collected and effectuated. Leffler Co. v. Dickerson, 1 Ga. App. 63 (1) (57 S. E. 911). With this general rule in mind, and applying the rulings made in the cases hereinafter quoted from, which are only a few of the numerous decisions dealing with the sufficiency of the description of the subject-matter of contracts, we think that the description of the property in the instant case was sufficient to support the contract of sale. The correspondence between the parties shows clearly that the subject-matter of the contract was all of the plaintiff’s Burke county lands; and, in the course of negotiations between the parties, the administrator’s deed, under which the plaintiff held title, was referred to for á description of the property. This deed, a copy of which was attached to the petition, specifies and describes the several constitutent parts of the plaintiff’s Burke
We now come to the real and important question in the case, to wit, whether or not a proper construction of the correspondence between the parties shows conclusively that the defendant was not bound to take the property until a plat was submitted that be accepted as “ all right ? ” It is an elementary rule of law that in construing a contract the courts seek to ascertain the intention of the parties; and if that intention be clear, and violates no rule of law, and sufficient words be used to arrive at the intention, it
Hp to this time the minds of the parties had not met, but did the sending of this telegram and the unconditional and unequivocal acceptance of the terms thereof ripen the negotiations into a valid binding contract? Obviously, therefore, this telegram forms the crux of the case,' it being contended by the defendant that the telegram did not bind him to take the property, unless
It follows that- the mere fact that the survey showed that 89 acres of land, the parcel rented from the plaintiff by John Small-wood, did not belong to the plaintiff, was legally insufficient to authorize a repudiation of the contract by the defendant to buy all of plaintiff’s Burke county lands, aggregating approximately 1572 acres. To allow the defendant to do so would he to permit him to construe his own words, the meaning of which is clear, in a sense most favorable to himself'— a thing which the law does not sanction. Civil Code (1910),'§ 4268 (4).
It follows from what has been said that the petition was not subject to the general demurrer interposed. We are also of the opinion that the petition, after its amendment, was not subject to any of the special demurrers. The correct measure of the alleged damages was set forth, and the other allegations demurred to were relevant for the purpose of throwing light upon the real motive of the defendant in his breach of the alleged contract,— whether his objection to the plat was an honest one, or whether it
Judgment affirmed.
Dissenting Opinion
dissenting. As I construe the instant petition, the minds of the parties did not meet in the same sense, at the same time, about the same thing. This being true, the parties did not enter into a binding contract of purchase and sale. The seller was selling all of his “ Burke county lands,” and represented that this land included certain tracts, which may be designated, for the purpose of illustration, as tracts A, B, C, and D. The purchaser understood that he was buying of the seller all of the latter’s “Burke county lands,” aggregating approximately so many acres, comprised of tracts A, B, C, and D. The seller understood that the purchaser was to have a portion of the rents of these several tracts of land, and the purchaser understood the same thing. The seller admits in his petition that instead of owning tracts A, B, C, and D, from which he had heretofore collected rents, he only owned tracts A, B, and C, and a portion of D, and was, therefore, in no position to convey all of tracts A, B, C, and D, as he had contracted to do. This being true, I am forced to the conclusion that the minds of the parties did not meet in the same sense, about the same thing, at the same time. The seller of all “my Burke county lands,” comprised in tracts A, B, C, and D, could not form an union of the minds by offering to reduce the price agreed upon or to purchase lands so as to approximate the acreage he had contracted to sell, nor delay the purchaser until he- (the seller) might acquire title to all of that tract which he thought he owned but which, as a matter of fact, he did not own. The real question is, did he, as he represented, own, as a part of ■ all “my Burke county lands,” all of the several tracts that he represented he owned and that the purchaser understood at the time that he was buying. If there had been nothing more than a sale of :'all “my Burke county lands,” perhaps the minds of the parties would have met, but when the seller and the purchaser both understood that the seller’s “ Burke county lands ” consisted of certain ■tracts,, and it later developed that the seller did not own all the
Concurrence Opinion
concurring specially. Without agreeing to all that is said by Chief Judge Broyles in the opinion in this case, I concur in the judgment of affirmance.
