13 Mich. 356 | Mich. | 1865
Lead Opinion
This was a suit in chancery, upon a bill filed by Fortune C. White, to obtain a decree to enforce- an alleged forfeiture under a contract, and to restrain proceedings at law or in equity upon the agreement, and to cancel a deed claimed to have been improperly obtained.
The bill avers that on the 7th day of January, 1856, complainant, who owned certain lands in Port Huron, entered into a sealed agreement with defendants by their agent, E. II. Thompson, whereby he agreed to sell said land and convey it at any time by warranty deed, upon payment or tender of $25,000, of which $6,250 was payable in cash, in two semi-annual payments, at six and twelve months, and the remaining $18,750 was payable in full paid stock of the Company. There was a further covenant to convey, on payment or tender, and that the Company might enter at any time and hold until forfeiture. There was at the close of the contract a clause in these words: “ This contract not to be binding on said White unless the building of said road shall so progress as to insure .its completion as far as Lapeer within three years from this date.” The contract contained no covenants except from complainant.
The bill further avers that at the time of making the contract it was further agreed and understood that, if the
The bill does not aver that the ¶ written contract set out in it was in any way imperfect, or 'variant from what was agreed upon as to its terms. It does not aver that there was any mistake, nor does it ask that any mistake should be corrected. The testimony of James H. White
By the terms of the written contract, (which, in this respect, was inconsistent with the alleged verbal agreement,) the Company was entitled to demand a' conveyance by warranty deed immediately on payment or tender of the consideration money. The forfeiture, if provided for at all, was to take place after three .years should actually have expired, leaving- the road unfinished to Lapeer. But White could withdraw from the contract before that time, if the road was not likely to be completed in reasonable probability. He had not, under either contract, as averred or proved, any right to refuse a conveyance when demanded, on full payment or tender of the purchase money and stock. He was clearly in default for not delivering a deed in January, 1851, unless the transactions then occurring varied the rights of the respective-parties.
It is averred and proved that when the payment was made and the deed demanded, the agent of complainant r-efused to execute it, except as an escrow, to be delivered when the Company should execute a bond providing for a -complete forfeiture of land and money, in case the road should not be completed by January t, 1859, to Lapeer. It is to enforce this forfeiture that the bill Is filed. Assuming this agreement to have been made, and valid, equity will not interfere to enforce a forfeiture, but where such relief is sought, will leave the party complaining to such relief as he can obtain elsewhere. — Crane v. Dwyer, 9 Mich. R., 350. But this agreement is not one -which could bo enforced if equity exercised such jurisdiction. It was wholly without any new consideration, and was also void under the Statute of Frauds. As a condition upon the deposit of a deed in escrow, it may have had a legal effect upon the delivery of the deed, and the moral character of the transaction by which the deed appears to have been surreptitiously obtained, must be' regarded in that view. But as a foundation for any right to demand any forfeiture of money and land, it is of no validity whatever, and the rights of the parties must be governed by the only agreement in the case which complied with the statute.
The only relief to which complainant could be entitled in equity, must be dependent on his restoring the purchase price which he received. If he desires -his land, he. must return the price paid, which, by the contract,
We have had some doubts whether we could properly grant him relief at all, inasmuch as he prays a forfeiture; buf as the bill sets out all the agreements, and shows his desire to withdraw from the agreement, and seeks general relief, we are disposed, instead of dismissing, to grant a decree that, upon re-payment by complainant to defendants of the purchase money and stock within a reasonable time, they be compelled to release the land and all further claims under the written agreement, and in default of such payment, that the bill be dismissed. The defendant will be entitled to the costs of this Court; but, in consideration of the fraudulent manner in which the deed was obtained from Mitchell’s office, we shall leave each party to pay his own costs in the Court below. If complainant was technically in default for not conveying on demand, the remedy should have been sought by honest means; and not by stealth and fraud.
The decree below must bo reversed with costs, and a now decree entered, directing that complainant have leave within forty days to reconvey the stock and refund the $6,250 received by him to defendants; and thereupon, that the defendants be decreed to reconvey the premises,
Dissenting Opinion
dissenting:
So far as the bill of complaint in this case asks for a decree of forfeiture of all moneys paid by the defendant upon the contract for the purchase of the land mentioned in it, I agree with my brethren, that this Coñrt cannot grant the prayer of the complainant. Courts •of Equity never enforce forfeitures, but jurisdiction over this subject is left exclusively to the Courts of law, and is exercised by the latter, with great reluctance, and only in clear and positive cases.
I do not perceive how wo can grant any relief to the complainant under the pleadings and evidence in this case, except to order the deed which had been deposited with Mitchell in escrow to be delivered up to be can-celled, and the title re-invested in the complainant. In my view of the case, it becomes immaterial what was the written contract between the parties, or whether any subsequent verbal agreement ivas entered into respecting the subject matter of the written contract or the delivery of tlic deed, or whether such subsequent agreement ivas valid or void. It is beyond dispute that the deed ivas deposited with Mitchell by White in escrow, to be delivered to the defendant only upon the compliance by the latter with what White claims to be a valid agreement, and upon condition of its performance. This deed ivas surreptitiously obtained from Mitchell’s possession, without his knowledge and -without the authority or consent of
I think, therefore, that the complainant is entitled to a decree ordering the surrender of the deed to him to bo cancelled, and such necessary conveyance from the defendant as may make his title good of record, and to his. costs, and that adjustment of the rights and equities of' the parties whereby any right or equity of the defendant shall be recognized, shall depend, upon such surrender and re-conveyance, and a bill brought for such pnupose after the-defendant has restored to the complainant tire title thus, fraudulently and . unlawfully acquired.