Western Rail Road v. Babcock

47 Mass. 346 | Mass. | 1843

Lead Opinion

The opinion of the court was made known at an adjourned term held in Hampden county, in January 1843.

Shaw, C. J.

This is a case in equity, in which the Western Rail Road Corporation seek the specific performance of a contract made by them with the defendant, previously to the definitive location of their road, by which he stipulated to convey to them in fee, on certain conditions, as much of his land as would be necessary to their rail road, at rates therein specified. The bill sets forth the agreement by which he stipulated to receive compensation at certain specified rates per acre, for the different kinds of land which the rail road might traverse, and a provisional allowance for fencing. Proof was offered of the execution of the contract, as also of the final location of the road, passing, to a considerable extent, over the defendant’s land, as also of the tender of the money, and demand of a deed conforming to the agreement.

The ground of defence is, that the defendant was deceived or mistaken, and led to execute an agreement different from that which he supposed he was executing; that he did not understand where the line was, as described in the agreement, but supposed the line contemplated to be adopted to be a different line from the one, over which the rail road was in fact located, and one, the adoption of which would have done him less damage.

This is mainly a question of fact upon the evidence, and has been so argued by the counsel, and considered by the court.

The court, in the main; accede to the principles of law, stated by the defendant’s counsel, as those upon which the defence is placed. In an application to a court of equity for a specific performance, a decree for such performance is not a matter of strict right, on proof of the agreement, but may be rebutted by showing that to require such an execution would be inequitable. A defendant, therefore, may not only show that the agreement is void, by proof of fraud or duress, which would avoid it at law ; but he may also show that, without any gross laches of his own, he was led into a mistake, by any uncertainty or obscurity in the descriptive part of the agreement, by which he, in fact, mistook one line or one monument for another, though not misled by any representation of the other party, so that the agreement applied to a different subject from that which he understood at the time; or that the bargain was hard, unequal and oppressive, and would operate in a manner different from that which was in the contemplation of the parties, when it was executed. In either of these cases, equity will refuse to interfere, and will leave the claimant to his remedy at law.

But, to establish either of these grounds of defence, the burden of proof is plainly on the defendant; and to bring his case within the former, he must show such mistake on his part, or some misrepresentation on that of the complainant, or his agent, seeking to enforce the performance of the contract. In doing this, it is not competent for the defendant merely to aver that he was under a mistake as to the description of the route, oi other subject matter of agreement, or, when the description was precise and clear, that he signed the agreement without reading or hearing it, where he had the means offered him of doing so. He must show an honest mistake not imputable to his own gross negligence.

One other consideration, which we think applicable to such a case, is this; that where a man has stipulated, for a certain con sideration, to permit a company to construct a road’ over his land, by any one of two or more routes, at their option, it is not competent for him afterwards to resist the performance of his agreement, by showing that he was induced to believe, either by his own notions, or by the representation of others, as to the preference of one over the other, that a particular one was adopted, which he did not expect; nor would this result be affected, if the other party, or their agents, had made such representation, as to the probability of their adopting one route in preference to the other, or of the relative advantages of each. Having, by the terms of the contract, stipulated for the right to adopt either, and stipulated to pay a consideration for such right of choice, e 11 representations respecting the probability of their adopting one rather than the other, must be considered as merged in the agreement; and if, in fact, the one route would cause more damage, and the land owner intends to claim larger compensation in one case than in the other, the alternative must be stipulated for in the agreement itself.

One objection was taken to this agreement, not, we presume, to its legality, but to the fitness and propriety of enforcing its performance in equity; which is, that it was not mutual, because, although the defendant bound himself to convey his land at certain prices, the company did not bind themselves to pay him those prices.

In the first place, the contract, being under seal, and made upon a nominal pecuniary consideration, was binding in law, without other consideration. Again ; it was conditional; it was the grant of a license to enter upon his land, and lay out their rail road over it, at their option. If they should not take his land, he would be entitled to no further compensation. But further; as this was a grant to them, on condition, of a license, with certain rights, interests and easements in the land, there would be good ground to hold, that if they accepted and acted upon this grant, they were bound by the conditions, and that an action would lie for the money. As where a grant is made by deed poll, the grantee paying money, or performing any other condition, an accep'ance of the grant binds the grantee to a performance of the condition, for which assumpsit will lie. Goodwin v. Gilbert, 9 Mass. 510.

But a more decisive, and perhaps more satisfactory answer is, vhat the direct stipulation of the defendant was to execute a qualified, defeasible conveyance of the land to the company, on certain payments being made. The payment was a condition precedent, and the company could obtain no benefit from the agreement, without first paying or tendering the stipulated rates of compensation. This was an ample security for the defendant, binding the company to a compliance with the agreement on their part, and renders the agreement reciprocal; and the condition subsequent, to be inserted in the deed to be made oy him, rendering it void if the rail road over his land should be discontinued, was a sufficient guaranty that the grant would not continue when the land should cease to be appropriated to that public use.

That such an agreement, if fairly made, is a legal contract, and that it affords a proper ground for a decree for specific perform anee in equity, we can have no doubt.

In executing public works, where private property must be taken for public use, the cost of the work, as affected by the compensations thus to be paid, enters largely into the consideration, both of the legislature, and of those agents and commissioners, who may be intrusted with the consideration of the subject, in determining, first, whether the work shall be undertaken at all, and, if so, then what route shall be selected. Such a decision must be influenced mainly by a comparison of the expense with the utility of several proposed routes. If it is to pass over lands covered with dwelling-houses, or otherwise of great value and cost, it would be a strong inducement to the adoption of a less expensive route, or operate as a decisive objection to the enterprise. But the owners themselves know the value of the property, and the prices at which they are willing to part with it, for the accomplishment of the proposed object taking into consideration the advantage, if any, which it may confer on their other property. A previous contract, stipulating provisionally for a grant of the land, or of a right of way over it, on certain specified terms, is well calculated to give authentic information, to prevent all mistakes and misunderstanding arising from mere verbal propositions and representations, and to seem i the rights of all parties.

Taking f ich a contract, when fairly made, on good considera-ron, without fraud or duress, to be perfectly legal and equitable, a specific performance, by a decree in equity, is plainly the only adequate remedy that such a public corporation could have. The use of the land, when the location is fixed, is absolutely essential to their franchise, and a compensation in damages, in an action at law, would afford them no relief. Indeed, the right to the use of the land, for a public purpose, is secured by the constitution and laws of the land, independently of any contract; and by their act of incorporation vested in the company, for the use of the public; and if a specific performance of the agreement, on the part of the land owner, were not given in equity, and the result were that he should obtain his damages in the mode pointed out by the statute, if they should exceed the amount stipulated for in the agreement, the company, in an action at law, on the contract, would recover back the same amount, in damages. If, therefore, the agreement is a valid and equitable one, this remedy, by specific performance, ought to be allowed, to avoid circuity of action.

With these considerations in view, the court have considered the subject as one of fact upon the evidence. There is considerable conflict of evidence, especially as to what took place at the defendant’s house, when the agreement was executed. Without stating the evidence at large, which is quite voluminous, the conclusions which we have come to, are these: That there was no fraud or false representation on the part of the company’s agent; that the route, described in the agreement, was clearly and definitely stated as the west line, or Child’s line, and was known to, or might easily have been known to, Babcock, the defendant, and was at least as well known to him as to the agent; that this was the line ultimately adopted by the company as the route of their road; that the agreement was read over to the defendant, before he executed it, with an honest purpose to enable him fully to understand it; that there was no mistake on the part of the defendant, as to the route expresse d in the agreement; and that, if he was induced, from any cause, to suppose that the company would not pursue the route they did, but adopt another, which he supposed would be more benefh tal to them, and better for him, it is not a mistake into which he was led by the company’s agent, nor one which affects this agreement.

And the result of the opinion of the court is, that the agre» ment is valid in law, that the defendant has shown no sufficient grounds to excuse him from a performance in a court of equity, and therefore that the complainants are entitled to a decree for such specific performance.

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Rehearing

After the foregoing opinion was delivered, the counsel for the defendant moved for a rehearing. The motion was granted, and at the present term, another argument was addressed to the court, in behalf of the defendant.

Shaw, C. J.

A rehearing of the cause has been had, before the full court, upon several grounds. 1. That the complainants are chargeable with laches in not having commenced their suit earlier.^* Under the circumstances, we can see no ground for this objection. By the location, the complainants are and have been in the possession and actual use of all the privileges, which the performance of the defendant’s agreement would give them, and all which they have occasion for; and all which they seek by this suit is a confirmation, by the deed stipulated for, of these privileges, as their right.

2. That the company do not show that they accepted the defendant’s contract, until this suit was commenced. We understand that Mr. Morris was the authorized agent of the company, and that the deed to them was made pursuant to the instructions given him for that purpose, and therefore the delivery of the defendant’s deed to him was a delivery to the company, and his acceptance of the deed was an acceptance by the company. By such acceptance, the company were bound to the performance of the stipulations in it, on their part to be performed. The court are asked, by way of test, whether the defendant could have maintained an action against the company, as soon as they had located their road over his land, and taken possession of it, at the rates stipulated for in this contract. We think he could, and that this follows from the principle already stated, viz. that the grantee, in a deed poll, is bound, by its acceptance, to the performance of conditions stipulated to be performed on his part; and such obligation not arising from specialty on his part, assumpsit will lie to enforce it.

3. Another ground is inadequacy of consideration, because the damages are so much greater thrm were contemplated when the contract was made. Undoubt ,dly gross inadequacy of consideration is a good reason for not enforcing the specific performance of a contract. It is somewhat difficult to deal with this question of inadequacy of consideration, when the circumstances are so changed by the location of the rail road itself. At the present time, the business of the vicinity may have greatly increased, and the value of all the lands adjacent or near to the rail road must be estimated as it is enhanced by the establishment of such a great public work and thoroughfare in its neighborhood ; whereas, at the time this contract was made, it was valued as plough-land, mowing, pasture and wood-land. It was at a time when the company had some latitude of choice, in determining where to build this great public work, and especially as to the precise route they would adopt. Besides; the defendant, when the route was uncertain and unsettled, might be induced, very justly and wisely, to offer his land at an under valuation, in respect to the enhanced value of the residue of his property, to be effected by the location of this road, in that direction. So far as this had any influence, if it had any, it was a consideration for the defendant’s contract, in addition to the pecuniary compensation to be paid for the land, and renders it more difficult to draw any conclusion of inadequacy of consideration from the stipulated rates of payment for the different kinds of land taken. Under these circumstances, we are of opinion, that to invalidate this contract, the inadequacy of consideration must be so gross, and the proof of it so great, as to lead to a reasonable conclusion of fraud or mistake; and we can perceive no such proof, nor any thing approaching to it.

4. Another ground relied on is, that, in the opinion formerly given, the court intimated that in case Babcock should receive a larger amount of compensation, by the award of commissioners, or the verdict of a jury, than he had stipulated by his contract to accept, the company, in an action at law on the contract, would have a right to recover back the difference; and this is supposed to be incorrect.

That proposition was not necessary to the decision of the cause, and it was put by way of illustration, in order to strengthen the conclusion that this was a fit case for a specific performance of the defendant’s contract ty a decree in equity, for this, among other considerations, that a suit at law would lead to the same result, by a circuity of action.

Our view was this: Supposing the defendant’s contract to be a valid and legal one, subject to no legal or equitable objection, then he was bound by it to execute a deed to the company, on payment of the stipulated compensation for his land ; and his refusal to do so, on demand and tender, would be a lweach. In a suit at law, on such breach shown, the plaintiffs would be entitled to recover such sum as would indemnify them for the actual and direct loss sustained by the non-performance of the contract. Such we understand to be the rule of law, in regard to damages. There may be a difficulty in fixing this by proof; but, when fixed, it is a rule of law as certain as the rule of damages on the non-payment of a note of hand. Such is the rule of damages on breach of a covenant of seizin or right to convey, when no estate passes; it is the sum actually paid, because that is the sum actually lost by the breach. Bickford v. Page, 2 Mass. 455. 4 Kent Com. (3d ed.) 474, 475. If the consideration actually paid cannot be ascertained, the damages shall be determined as nearly to it as the proof will admit. Smith v. Strong, 14 Pick. 128. Where a party stipulated to give his land for a public improvement, the value of the land was deducted from his other damages sustained, in an application for damages. Foster v. Boston, 22 Pick. 33. So m a covenant against incumbrances, the sum actually paid to remove the incumbrance is the measure of damages. Prescott v. Trueman, 4 Mass. 627. Brooks v. Moody, 20 Pick. 474. Indeed, the rule is too familiar to require many authorities to be cited in support of it.

Now, the view of the court was, that if the defendant here could proceed and obtain an award for damages larger than the sum which, by his contract, he had stipulated to take, then the loss sustained by the plaintiffs would be the difference between what they should thus be compelled to pay, under the award of commissioners, and the sum the land owner had agreed to receive in full satisfaction. That sum would be the exact amount of their loss; and of course that sum would be the measure of their damages, in a suit for breach of this contract. It still appears to us that this is a correct view of the subject, and that, under the circumstances of this case, a decree for a specific performance will bring the parties to the same result, to which they would come by a circuity of action, if it were refused.

We are aware that this is not the result in ordinary cases, and depends upon the peculiar circumstances of this case. Ordinarily, when a decree for a specific performance of a contract to convey lands is refused by a court of equity, for any cause, the covenantor holds and retains the land, and the covenantee’s only remedy at law is to recover a sum of money in damages. But, in the present case, the complainants have a right by law to take and hold the land for public use, to the same extent which they could do by force of the contract, and the landholder’s only remedy would be to recover a sum of money as compensation for his land. When the sum, which he should thus recover by the award of commissioners, comes to be compared with the amount to be received by the contract, the difference is mere matter of computation ; and if the owner of the land had gained any thing by the operation, it would be a gain m money, and a gain precisely commensurate with the company’s loss. But, in either event, whether by the operation of law, or by force of a decree for specific performance, the company holds the land.

Several other considerations were brought to the attention of the court, in behalf of the defendant, on the rehearing, which have been fully considered; but upon the best deliberation which they have been able to bestow upon a revision of the whole subject, they adhere to the opinion formerly expressed, that the plaintiffs are entitled to a decree for specific performance.

* The defendant’s counsel, on this point, cited Watson v. Reid, 1 Russ. & Mylne, 236.