160 Ill. 468 | Ill. | 1896
delivered the opinion of the court:
The important question arising and to be determined on this record is, whether there was a compliance by the People’s Mantel and Furniture Company with the conditions of the Haegg proposition, or if not a full compliance, whether the conditions not conformed to were waived by Haegg. There can be no contention that Welsh acquired any greater rights to title or possession under the assignee’s deed than were possessed by the corporation, nor can it be said that appellant, taking the title by mesne conveyance from Haegg, with this corporation in open and notorious possession, stands on any different ground to contest the rights of appellee, if any exist, than would Haegg, who made the proposition.
Various objections are urged and argued as reasons why the decree of the circuit court should be reversed, none of which appear to us, however, after careful examination, to be tenable. It is first said, the proposition of the Haeggs is void for uncertainty, in that it runs to the incorporators of a company not then organized, that it does not designate any particular four acres to be conveyed, and that it is wanting in mutuality. It is only necessary that the terms of a contract “be expressed with reasonable certainty, and what is reasonable in any case must depend upon the subject matter of the contract, the purpose for which it was entered into, the situation and relations of the parties, and the circumstances under which it was made.” (Pomeroy on Contracts, sec. 159.) Equity will only require a reasonable certainty in a contract sought to be enforced, and if the meaning, taken as a whole, is intelligible to the court, specific performance will be decreed. (Bull v. Bull, 4 Wis. 54; Waterman on Specific Per. of Contracts, par. 152.) It is apparent, with reasonable certainty, from the written proposition in the case, what conditions were to be performed on the one part, after which the Haeggs agreed to deed four acres of land. This proposition, at the time of its execution, was merely an option directed to the incorporators of the proposed company, and intended to be acted on for acceptance by the corporation after its organization. It lacked mutuality, and might have been revoked by those making it at any time before acceptance. It appears, however, it was presented to the corporation and accepted by it at the first meeting after the completion of the organization, at which meeting Otto Haegg was present and participated, being himself a stockholder. Subsequently he took an active part in surveying and locating the particular ground for the building of this factory, being part of this four-acre tract, and afterwards saw those valuable improvements erected. While it is true that one entering into a contract to convey lands, where no mutuality exists, will not be compelled to execute a conveyance, yet where he permits valuable improvements to be made on the lands a consideration then passes, and at once mutuality does exist. A court of equity, under such circumstances, will not permit a party to interpose such a defense, but, if other conditions are complied with, will decree specific performance. (Perkins v. Hadsell, 50 Ill. 216; Borders v. Murphy, 78 id. 81.) As heretofore said, Otto Haegg assisted in locating the particular site of this factory on a part of the four acres, and by his own act made certain and definite that part of the contract. Where a contract or agreement is in any manner indefinite or uncertain, and the parties have, by their own conduct, placed a construction upon it which is reasonable, courts will adopt such construction. People ex rel. v. Murphy, 119 Ill. 159.
Objection is also made to the decree of the circuit court for the reason that if the proposition made by the Haeggs was a contract it must be enforced as made, and the decree should have ordered a conveyance of four acres of land, and not a part thereof, and for the further reason that, in view of the proposition calling for an additional donation of four acres from adjoining land own.ers, a specific performance as against appellant should not havé been decreed unless a like specific performance was also decreed against the owners of such adjoining land, in the same decree.
As to the first objection, it may be admitted that the proposition as delivered, and afterwards accepted by the corporation at its organization meeting, is indefinite, in not describing a particular four acres of land. The acts of both Haegg and the corporation in laying out and surveying block 14 as part of this tract and in erecting improvements thereon have designated and made certain a part of the land mentioned in the proposition. Where, in a bill for specific performance, a court of equity can, from the evidence, locate or identify, by proper description, a part, only, of the premises against which relief is sought, it will not, on that account, deny its aid, but will grant relief to the extent it can, even though to decree a conveyance of a part, only, of the premises identified. In Shirley v. Spencer, 4 Gilm. 583, this court said (p. 601): “It is insisted that, inasmuch as this is an entire contract, and that because a part of it is so uncertain that it can not be enforced, therefore the court will enforce no part of it, but will leave the party to his remedy at law. But this, we think, is carrying the doctrine too far. When a man has bargained and paid for eighty acres of land and we can only locate sixty-three of it, to say that because we cannot give him all which he contracted for we will therefore turn him out of court with none, would seem to wear the appearance of a hardship. If he choose to take what he can locate and make certain, we think he may do so without violating any principle and without giving the defendant below any just cause to complain.”
As to the contention of counsel for appellant that no decree should have been granted for relief in this case unless it should also run against the parties owning adjoining lands, we do not agree. The conditions of the Haegg proposition were fulfilled when the capital stock was fully subscribed by responsible parties and work begun on the factory within the time specified. The corporation was then entitled to a deed of conveyance. It is true the proposition provides that “an equal proportion shall be given by owners of adjoining land, of not less than four acres.” Such donation, it appears, was made, but the effect was to create a separate contract between the corporation and such adjoining land owners. These additional land owners were not parties to this proceeding, nor was it necessary they should be. An action for specific performance against them might, in many instances, involve entirely different questions and necessitate a decree different in form, and which, in some cases, were they made parties, would be multifarious. At least it was not a necessity that the adjoining land owners should have deeded in order to authorize this decree. The right of action against them, if any existed, must be by separate bill for specific performance on their own propositions.'
It is also insisted that the capital stock of the People’s Mantel and Furniture Company was not subscribed by bona fide and responsible parties. We conclude from the evidence in the record that this is true, and that a considerable amount of the stock was subscribed by parties not responsible. This is one of the conditions of the proposition mentioned, and if not complied with or waived would defeat the cross-bill asking specific performance. Otto Haegg was himself a stockholder and was present at the organization of this corporation. He knew who were the subscribers of this stock, and, presumably, their financial responsibility. After the stock was subscribed he encouraged the further completion of this plant by assisting in the location of expensive buildings and putting in machinery, and saw all this money expended in these improvements on this property. There is evidence, corroborated to some extent but not admitted by Haegg, that after the failure of this corporation he agreed to procure a release of this block 14 from the Carpenter mortgage and make a quit-claim deed to the corporation. It is perhaps true, as suggested, that had all the subscriptions to the capital stock of this company been fully paid, it would not have been overcome by financial reverses. Haegg was himself a subscriber to the amount of $500 and paid no part thereof. Appellant standing in his position, and with no greater equitable or legal rights, cannot with good grace ask this court to work a forfeiture of all this property and give him the benefit thereof, for the failure to fulfill a condition which appellant’s grantee had himself broken. The circuit court, ou a hearing, on testimony partly oral, found that there had been a substantial compliance on the part of the People’s Mantel and Furniture Company of the conditions of this proposition,—such a compliance as was satisfactory to the Haeggs,—and to such an extent that neither they nor their successors or assigns have any right, in equity, to deny such fulfillment or compliance.
We hold that there was no error in the rendition of this decree. From our view of the case no other decree would have been in accord with equity and good conscience. The decree of the circuit court is affirmed.
Decree affirmed.
