Bohlen v. Black , 237 Pa. 399 ( 1912 )

Opinion by

Mr. Justice Stewart,

This appeal is from a decree enforcing specific performance by a vendee of .a written contract entered into for the sale and purchase of real estate. The integrity of the contract was not impeached. That it was entered into with a full understanding of its terms, in the exercise of entire good faith on part of both contracting parties; that it is fair and conscionable in all its provisions, and that nothing has since occurred in change of values to render its enforcement oppressive upon either; and that the vendee has been in possession of the premises ever since the contract was entered into, are admitted facts. Why then should specific performance not have been decreed? If we confine ourselves to the reasons urged in the argument submitted on behalf of appellant it is only because we find it utterly impracticable, as counsel themselves must have done, to discuss seriatim the twenty-six assignments of error with which we are confronted. The argument submitted so reduces these that the case is brought within very narrow limits, and these we shall observe. First, it is objected that the case is not one calling for specific relief inasmuch as the decree is solely for the payment of money which could as readily be recovered in an action at law; second, the complainants by reason of laches have forfeited whatever right they had to equitable relief, and that it is now impossible to carry out the contract as a whole; third, that the bill and proofs do not show that the vendors were during this interval ready and willing to carry out their part of the contract; and, finally, that the decree is inequitable in its requirements and departs from the terms and conditions of the contract.

None of the objections call for extended discussion. With respect to the first it is sufficient to say that it involves a misstatement of facts. As the decree shows upon its face the relief obtained is not confined, as was the case in Kauffman’s App., 55 Pa. 383, the authority relied upon, to the payment of money. It enforces a contract which gives to the vendors a right of reconveyance within a fixed period, upon certain terms, and contains other stipulations which appear in the recital hereinafter given, for nonobservance of any of which the law could afford no adequate measure of compensation. While the contract is plain and unambiguous in its terms, yet because of exceptional provisions including that we have specifically referred to, and others which equally distinguish it from the ordinary contract of sale of real estate, it is one which, except as specifically enforced in equity, leaves the disappointed party without adequate relief. The second objection is equally lacking in merit. Before making the contract the vendors had purchased the land at a master’s sale following proceedings in partition, but had not as yet received their deed. By the contract the parties of the first part, here the appellees, agreed to sell and the party of the other part to purchase the land for the sum of ten thousand dollars, “when title is obtained from the master in the partition proceedings,” upon the following terms: (1) the purchasing party to give a purchase money mortgage in the said sum of ten thousand dollars, payable twenty years after the date thereof, with interest at the rate of four per cent, per annum, and at the expira-, tion of five years from the date thereof to make yearly payments of five hundred dollars on account of the principal of said mortgage; (2) the purchasing party to improve the property by building and other permanent betterments to the value of not less than three, nor more than five thousand dollars, and agreeing to submit the estimate of such improvements to the vendors, and upon completion to submit bills and receipts and vouchers therefor; (3) the deed to be delivered in escrow, not to be delivered to the vendee until the sum of three thousand dollars shall have been expended in improvements, or until security shall have been given for the completion of the improvements within a year from the time title from the master shall have been obtained; (4) the deed to contain a clause of defeasance whereby at any time within twenty years from the date of the deed upon a month’s notice in writing and upon payment of twelve thousand dollars, together with all sums which may have been expended upon improvements authorized and vouched for as provided, and such further sum as will compensate for way-going crops, less the amount due and payable on the mortgage, and any other indebtedness by vendee to vendors, the title to revert to the vendors, the vendees to execute a deed of reconveyance therefor. A number of other provisions and stipulations were contained, which are unimportant in this connection and need not here be repeated. Title was obtained from the master 7 January, 1905. Meanwhile appellant had entered into possession, and that he has so continued is a fact found by the court. The vendors did not, upon obtaining title from the master, place in escrow a deed to the vendee as provided in their contract, but suffered matters to remain as they were with the vendee in possession until 1907, when they tendered to the vendee a conveyance and demanded compliance by the latter with the terms of the contract. Meanwhile the vendee had made large expenditures in permanent improvements, amounting, as he alleges, to eight thousand five hundred dollars. He declined the deed tendered, not in disaffirmance of the contract, not because of any failure on the part of the vendors to keep and observe their covenants, but because the deed and mortgage accompanying which he was asked to execute did not correctly follow the terms of the contract. In 1908, the appellant demanding a, conveyance, submitted to the vendors a bond and mortgage which he asserted were in full compliance on their part of the contract. These securities the vendors in turn rejected for like reason. In 1910 vendors submitted still another deed with bond and mortgage to be executed by the complainant, which offer was also rejected by the appellant. The present bill for specific performance followed in 1910. The following conclusions are very clearly deducible:

(1) The failure on part of appellants to place a deed in escrow was not in prejudice of the vendee*’s rights; it affected him in no way whatever, was not complained against at the trial, was never asserted as ground of forfeiture, and is not even referred! to in the answer to the bill. More than this, when the appellant in 1908 submitted a form of deed to appellees which he was willing to accept and a bond and mortgage which he was willing to execute in compliance with the terms of the contract as he alleged, he not only recognized the continuance of the contract but waived the failure upon which he now relies.

(2) There is nothing in the history of the transaction which shows any purpose or desire in the parties on either side to abandon or rescind the contract. Whatever the delay, it was occasioned by a disagreement as to the conditions imposed on each, for which no warrant can¡ be found in the contract itself.

(3) The appellant is and has been in the enjoyment and possession of everything he contracted for, and has paid nothing. He has expended in permanent improvements an amount in excess of the sum required by the contract, but has submitted no receipts or vouchers for such expenditures, nor does it appear that the improvements; made were authorized or approved by the vendors. Not a single circumstance has occurred to make it more inequitable or onerous upon the appellant to enforce the contract now than would have been the case had the vendors proceeded with the utmost diligence to enforce it; nor has anything occurred to interfere with its enforcement even at this time in every substantial requirement.

That this exhibits a case entitling the vendors to a decree of specific performance is too obvious to call for discussion, and the principles governing are too familiar to call for any citation of authorities.

Nothing remains to consider but the terms of the decree. A careful examination shows that it enforces the contract in entire accordance with its terms, except where lapse of time has made exact compliance impossible with respect to matters of no substantial significance, and in regard to which the equities of the parties can readily be adjusted.

The deed which the complainant is required to accept is a sufficient conveyance under the terms of the contract; it recites that it is to take effect as of 7 January, 1905, in execution of a contract entered into 21 January, 1904, the terms of which) are all therein recited, as well the stipulation for defeasance at the option of the vendors within the period fixed, and the terms to be observed in connection therewith. The bond and mortgage which complainant is required to execute and deliver alike relate back to the same period and make specific reference to the decree of the court requiring them. Together, deed, bond and mortgage are in exact conformity to the terms of the contract, even to the date of their taking effect. Every right of complainant under the contract is fully and amply reserved and protected. His right upon reconveyance to compensation for betterments and improvements he has made is expressly reserved in the very terms of the contract. The objection that he is required to execute a bond when the contract calls simply for a mortgage to secure the payment of the purchase money, could have been urged with great force had not the complainant shown this to be his own understanding of the requirements of the contract by tendering to the appellees bond and mortgage as a fulfillment on his part. We see no merit in any of the contentions made by the appellant.

The assignments of error are overruled and the decree is affirmed.