Greene v. . Jackson

OlakksoN, J. Plaintiff was the architect for what is known as the “Jackson Building.” The correspondence in the record was between the plaintiff, architect, and the defendant, the then owner of the land on which the building was built and now president of Asheville Investment Company, a corporation, that now owns the building. Defendant made a motion ore tenus and moved to dismiss the action on the ground that the complaint failed to state a cause of action. Pridgen v. Pridgen, ante, 102; Snipes v. Monds, ibid., 190; Smith v. Smith, ibid., 764. This brings us to consider the only question in the case: Was there a binding contract between plaintiff and defendant? “A contract is the agreement of two minds — the coming together of two minds on a thing done or to be done.” Overall Co. v. Holmes, 186 N. C., 431. We think the construction given by defendant of the contract, with relation to the parties, toó narrow. The contract should be construed, taking into consideration all three of the letters and the building contract in reference to the 13th floor — the studio. Letter from Jackson to Greene, 21 December, 1922: (1) offer to erect a studio for Greene in new “Jackson Building,” (2) not to cost Jackson over $5,000, Greene to have 5-year lease at 16% yearly of the cost you to erect same. Letter, Greene to Jackson, 23 December, 1922: I hereby accept your proposal to erect studio for my offices — my design — cost shall not exceed $5,000. Understanding to have access to accounts to determine cost. Further, the lease at rate of 16% yearly of the cost to you to erect same. “You *793 to erect same” in Jackson’s letter, as we understand it, is same as “according to my design” in Greene’s letter. In these two letters the only immaterial difference in the offer and acceptance is access to accounts to determine cost. In procuring bids for the erection of the studio, defendant took the bids on the design, plan and specifications drawn by plaintiff, Greene, as follows: “The office space and promenade are to be the future office space of the architect (Greene) for the building. As his lease is based on percentage of the cost of the space, each contractor is requested in his bid to show a separate amount for the construction of the architect offices, which will be in addition to the construction required if this portion of the building were not to be built,” etc. Nothing was said in the plans as to cost limit — contractor to keep separate amount for construction as lease is based on this cost. The building was erected in accordance with plaintiff Greene’s design, plan and specifications, and agreed to by defendant, who was the owner and gave the contract out according to agreed plans. In this architect’s plan, if there had been any question from the letters,. Jackson accepted (1) the design and (2) the lease — “future office space of the architect.” The letter of Greene to Jackson says “yearly,” showing acceptance of lease was for five years. The “Jackson Building” was completed about 26 June, 1924, and the “studio” built in compliance with the design of the architect’s plan agreed upon by owner, Jackson. The “studio” was ready for occupancy by plaintiff, no disagreement up to this time as to any of the terms. In corroboration of this view, Jackson wrote Greene that, according to his (Greene’s) request, it was absolutely impossible to keep cost of floor separate, could not keep the labor and material separate. Under the Greene letter to Jackson, in reference to this cost put in the plan of the “studio” and agreed upon to “show a separate amount for the construction of the architect offices,” plaintiff was entitled to “full access to the accounts,” etc., to estimate rate of 16%. This is the liberal view we take of the dealing of plaintiff and defendant in relation to the writings, the language, the -purpose, each party’s relationship to the building of the studio (one the architect and the other the owner). With the immaterial matters, the cobwebs, removed, taking the entire transaction into consideration, we think they came to an understanding — their minds met and there was a binding contract between them. Plaintiff, under the contract, had the right of access to the accounts to estimate the cost as a basis of yearly rental. In Cozart v. Herndon, 114 N. C., 254, Shepherd, C. J., says: “It is well settled that in order to constitute a contract there must be a ‘proposal squarely assented to.’ If the proposal be assented to with a qualification, the qualification must go back to the proposer for his *794 adoption, amendment or rejection. If tbe acceptance be not unqualified, or go to tbe actual thing proposed, then there is no binding contract. A proposal to accept or acceptance based upon terms varying from those offered is a rejection of the offer. 1 "Wharton on Con., 4. ‘The respondent is at liberty to accept wholly, or reject wholly, but one of these things he must do; for if he answer not rejecting, but proposing to accept under some modification, this is a rejection of the offer.’ 1 Parson on Con., 476. ‘It amounts to a counter-proposal, and this must be accepted and its acceptance communicated to the proposer, otherwise there is no contract.’ Pollock on Con., 10.” Golding v. Foster, 188 N. C., p. 216; Overall Co. v. Holmes, supra; May v. Menzies, 184 N. C., 152; Green v. Grocery Co., 153 N. C., 409. We think the construction we give fully meets the requirements of the law so clearly set forth in the above decision of Chief Justice Shepherd. The letter of 26 June, of Jackson to Greene, says: “I feel sure that we will have no trouble in getting together for I know that I do not want anything but what is right, and I feel, sure that this is the way you feel about it..” Get together on what? “Detailed statement of the cost of the 13th floor which you are to occupy”? Everything else was agreed and settled upon. The demurrer ore terms admits the truth of the facts alleged in the complaint. Smith v. Smith, supra. From the view we take, the demurrer is overruled. Error.