Stanton v. Miller

Smith, J.: The question in this case is as to the measure of damages. The most favorable light for the respondent in which the contract can be viewed, is to treat it as an agreement for the sale to him of the house and lot. The general rule, in this State, in the case of executory contracts for the sale of land, is that, in the case of breach by the vendor, the vendee can recover only nominal damages, unless he has paid part of the purchase-money, in which case he can also recover such purchase-money., and interest. (Baldwin v. Munn, 2 Wend., 399; Peters v. McKeon, 4 Den., 546; Conger v. Weaver, 20 N. Y., 145; Mack v. Patchin, 42 id., 167; Margraff v. Muir, 57 id., 155.) To this rule there are exceptions, based upon the wrongful conduct of the vendor, which are stated by Judge Earl, in the case last cited, as follows: “As if he is guilty of fraud, or can convey, but will not, either from perverseness or to secure a better bargain, or if he has covenanted to convey when he knew he had no authority to contract to convey, or where it is in his power to remedy a defect in his title, and he refuses or neglects to do so, or where he refuses to incur such reasonable expenses as would enable him to fulfill his contract. In all such cases, the vendor is liable to the vendee for the loss of the bargain, under rules analogous to those applied in the sale of personal property.” But can a vendor be said to act wrongfully, and to be within the exceptions to the rule, who refuses to perform an agreement which a court of equity pronounced hard and inequitable (as did the Special Term in this case), and in ■which the consideration is grossly inadequate ? If he is required to pay the value of the land, he is not relieved from the inadequacy of the consideration, and the more grossly inadequate the price the larger the profit of the vendee. It may be said that the Court of Appeals, in affirming the judgment of the Special Term, put their decision solely upon the ground that the contract was uncertain in respect to the persons to whom the title was to be conveyed or devised, Mrs. Miller not having made a designa [386] tion, in her lifetime, by any irrevocable and unrevoked act. But there is nothing in the opinion delivered in the Court of Appeals (58 N. Y., 192), indicating that the views expressed in the opinion at Special Term were regarded as unsound. Assuming, however, that the only ground for refusing to decree a specific performance is the uncertainty of the contract, even then Mrs. Miller is not chargeable with bad faith in revoking the designation made by her, since the fact is found (and stress is laid upon it in the opinion of the Court of Appeals), that at the time of executing the contract, she was advised by her counsel, who drew it, that she could put an end to it whenever she chose to do so, subject only to liability for damages, and she relied upon that advice in entering into it; and the further fact is found that, when she refused to let Stanton go on, she offered to pay him damages. If the action had been brought against Mrs. Miller in her lifetime, upon her refusal to let Stanton perform the contract, would she have been liable in damages for the value of the house and lot ? But the agreement was not one for the sale of the house and lot to the respondent, Oliver Stanton. He has not lost the profit of any bargain. The agreement did not secure to him the right to the house and lot. Had the title been conveyed to his wife, or either of his daughters, the agreement would have been satisfied.' The most that he can claim, therefore, in any event, is compensation for the services done, things furnished, and money expended in performing the contract. That, we conceive, was the true measure of his damages, and the defendant was entitled to have the jury instructed according to his request. The judgment should be reversed, and a new trial of the issue ordered before a jury at a Circuit in Monroe, the question of costs to be reserved. Present — Mullin, P. J., Talcott and Smith, JJ. Ordered accordingly.