Belle Greene Mining Co. v. Tuggle

Jackson, Chief Justice. I. The motion to dismiss the bill because the remedy at law was complete was made at the trial term, and came too late. To oust equity of jurisdiction on this ground and turn the complainant over to law, a demurrer must be filed at the appearance term, 60 Ga., 627; 61 Ga., 33. 2. But there is equity in this bill. Certain improve, ments contemplated and commenced by the complainant were suspended by the contract of defendant to buy his land, and damages could not be well ascertained in money. The vendor sold part of his land on condition that the vendee would take the other part at a fixed price at the end of twelve months. The trade was one. The consideration was for the entire land contracted for. On the faith of the contract—-the entire contract—the defendant got part of complainant’s land, valuable for mining, and-then tried to get out of taking and paying for the part not so valuable for mining, but which it was constrained to agree to take in order to possess the four or five acres that the company really wanted. It seems to us to be a clear case for specific performance. The evidence is all in writing and beyond dispute. It appears in the written contract and on the minutes of the company itself, and where [657] such is the case specific performance will be decreed by a court of equity just as certainly as damage would be awarded at law, 17 Ga., 142; 48 Ib., 404; 51 Ib., 47. Of course, if the law courts and remedies were adequate, and at the proper time defendant required complainant to go there without delaying him unnecessarily, there he must go and get the damage assessed, but if he be not pointed to that forum at the first term, he may'abide in the court of chancery and there will get damage if adequate and ascertainable, or a decree for specific performance if such be the more perfect remedy for his wrongs. 3. The writings are full and unambiguous, and must mean what the words written indicaté, and the court will give them that meaning without regard to the understanding of the agents of one party or both parties even. Parol testimony may explain written terms when doubtful, and if those terms do not show a clear meaning, the understanding of the parties may be shown outside to ascertain the meaning; but where the contract is not cloudy but all light, it were folly to attempt to make it shine by lesser lights. Where the sun is shining gas is useless. Therefore the court was right to reject the parol testimony of Mr. Clark and Dr. Hamilton. 4. The court was right to refuse to charge as requested, even if the request had been in writing. If defendant would not enter on and pay for the land, what was complainant to do ? It would be strange to say that he forfeited the interest he had in the contract to give the other party possession on his paying for it, because when the other refused to go into possession or to pay for it, he kept it until it was paid for—offering all the time to give possession the moment the other side was ready to do its part. 5. Taking the case altogether, it strikes us as full of equity and the verdict and decree are demanded by the facts. Even if errors were made, they would not require the case to be remanded ; for the result must be the same. [658] The president of the company would have carried out the contract individually if he could, and all sorts of promises were made to do so. There was no fraud on the part of complainant, but the trade was fairly made with all eyes open, and to such bargains all persons, artificial as well as natural, must stand. Judgment affirmed.