35 N.J. Eq. 266 | N.J. | 1882
The opinion of the court was delivered by
The principal ground of contention against this decree was, that no contract, definite and complete in all its terms, was concluded between the parties.
The fact that parties negotiating a contract, contemplated that a formal agreement should be prepared and signed, is some evidence that they did not intend to bind themselves until the agreement was reduced to writing and signed. But, nevertheless, it is always a question of fact, depending upon the circumstances of the'particular case, whether the parties had not completed their negotiations and concluded a contract definite and complete in all its terms, which they intended should be binding, and which, for greater certainty, or to answer some requirement of the law, they designed to have expressed in some formal written agreement.
The question as to the degree of completeness in an agreement requisite to relief by way of specific performance has generally arisen (when the negotiations have been conducted in writing, and the inquiry has been whether the writings produced comply with the requirements of the statute. In Chinnock v. Marchioness of Ely, 4 De G. J. & S. 645-6, Lord Westbury states, with precision, the doctrine of courts of equity. He says: “ I entirely accept the doctrine that if there had been a final agreement, and the terms of it are evidenced in a manner
Substantially the same views are expressed by Lord Cranyworth, in Ridgway v. Wharton, 6 H. of L. Cas. 264, 268, in which he affirms the binding force of an agreement, all the terms of which have been agreed on, though the parties contemplated that the agreement should be reduced into form before jt is finally executed; and, in referring to the fact that a formal agreement was in contemplation before the business was to be concluded, as cogeut evidence that the parties did not intend to bind themselves until the agreement was reduced into form, he adds: “ That, however, is a question of fact, which must depend upon the circumstances of each particular case.” ' Other cases to the same effect are collected in a note in Pomeroy on Cont. 89.
The doctrine of the courts is the same with respect to the enforcement of agreements within the statute of frauds, Avhere the negotiations -have been conducted by parol, or are partly evidenced by Avritings duly signed, and partly resting in parol, and specific performance is sought on the ground of part performance of the agreement. The terms of the contract must be established by proofs, clearly, definitely, and unequivocally. But it is sufficient that the terms of the contract be made out in a manner satisfactory to the court. The fact that the details of the agreement are controverted by the parties will not deter the court from ascertaining what the terms of it really Avere, and giving effect to the agreement where a complainant sIioavs him
The agreement, as contained in the complainant’s proposition •of January 9th, 1880, and the defendant’s reply of January 21st, 1880, was so incomplete as not to justify a decree of specific performance. Both parties then evidently contemplated a future settlement of the terms and details of a lease, thereafter to be agreed on. They subsequently, at the interview in Hackettstowu of the 25th of February, 1880, completed the arrangements designed to perfect the understanding between them.
The vice-chancellor before whom this case was heard found, as a question of fact, that the draft of a lease prepared by Stoutenburgh, with the alterations and changes made in it at the interview in Hackettstown, was satisfactory to both parties,| and that the writing, as amended and corrected, though not signed, was a full and complete expression of the terms and stipu-: lations finally agreed on between them. A careful examination of the evidence leaves no doubt of the correctness of this conclusion.
The negotiations, as concluded in Hackettstown, although evidenced by the written draft of a lease as amended and altered by mutual consent, were not embodied in any agreement signed by the parties in conformity with the statute of frauds. If the matter had ended there, the statute would have been a complete defence. The defendant could then have rested successfully on what he calls, in his testimony, his option to sign the lease or not to sign it,, as he thought proper.
But the evidence shows that a lease in duplicate was forwarded to the defendant for execution, shortly after the 25th of February, the receipt whereof was acknowledged by the defend■ant’s letter of the 4th of March. On the 6th of March, the defendant’s agent took possession of the premises. On the same day, the defendant, at Philadelphia, wrote a letter to the complainant, in which he says:
*276 “ In view of the great delays in getting furnaee started, and in starting the hematite mines at Beattystown, and also in view of the large purchases of ore which I have made, I confess that the prospect of working your place looks less attractive and more onerous than it did. I wish, therefore, to let the matter stand, if it can be done without disadvantage to you, until I come up to Hackettstown, which I mean to do directly after hearing that the furnace is in blast; this, I imagine, will be about the middle of next week.”
On the 9th of March the complainant replied, saying:
“ You will allow me to say, in all kindness, that I was a little surprised in receiving your letter without the duplicate copy of lease that I sent you. I regarded our business as finally settled, at our last meeting at Hackettstown, as though the leases had there been formally signed, and have shaped all my business in accordance with that transaction. Have written to several gentlemen and companies which had put themselves in communication with me for the purchase or lease of the mine, that it was already positively and satisfactorily leased. This is the condition in which our affairs pertaining to the mine now are, and have been since Saturday, and, of course, any other arrangement than that specified in our contract would be damaging to me.”
Possession was taken of the mine on the 6 th of March, by the defendant’s agent, without his knowledge, and on the complainant’s suggestion, to prevent the flooding of the mine with water. But the defendant had notice early in April of what was being done, for he then sent up an engine and pump, with directions to have them set up in the mine. After complainant’s letter of March 9th, the defendant was in duty bound to act with the greatest caution, if he did not mean to ratify what had been determined on at the interview in Hackettstown. He retained the leases the complainant had sent him, and continued to work the mine, and continued negotiations for a different bargain. He returned the leases on the 27th of May, with suggestions of alterations in them. Meanwhile, the price of pig iron had steadily declined. He kept possession until the 1st of August, having sunk a shaft twenty feet in depth, and sustained a loss, as he said, of about $2,000 in the working of the mine. The vice-chancellor, I think, rightly held that these acts were referable to the contract mutually agreed upon at Hackettstown; and delivery of possession by a vendor or lessor, accepted and
Before leaving this subject, it is proper to refer to the fact that the'leases forwarded by the complainant to the defendant, at Philadelphia, are not exact transcripts of the lease produced and altered at the Hackettstown interview. The variance was not alluded to in the subsequent negotiations between the parties, nor at the-hearing before the vice-chancellor, and seems to have been discovered after this appeal was taken. If attention had been called to this fact in the court below, it might have been explained. At all events, the defendant has suffered no injury therefrom; for the court of chancery decreed the execution of, the Hackettstown lease.
Another objection to the decree is endeavored to be rested on the doctrine that the court wjll not decree specific performance. -of a continuing contract. There is a class of special andexceptionaPcontracts in which courts of equity refuse to exercise jurisdiction by way of specific performance. These are contracts having such terms and provisions that the court could not carry into effect its decree without some personal supervision. and oversight over the work to be done, extending over a considerable period of time, such as agreements to repair or build, to construct works, to build or carry on railways, mines and the like. In.such cases, the court declines to interfere, because of its inability to give relief by one decree. Pomeroy on Cont. §§ 307-312. The -effort to range this case within this exceptional class of contracts is futile. The court can grant full relief at once, by a decree that the lease be executed, leaving the complainant to his legal remedy thereafter, for breaches of the covenants contained in it. Lord Cranworth, in Blackett v. Bates, L. R. (1 Ch. App.) 117, points out the. distinction between cases such as that now in hand, and cases of the class in which the court will not entertain jurisdiction.
The vice-chancellor properly disposed of the defence, that the agreement between the parties was induced by false and fraudulent representations with respect to the former productiveness of the mine.
The vice-chancellor properly directed that the lease, when
The decree should be affirmed, with costs.
Decree unanimously affirmed.