Mathias v. Superior Iron Co.

The opinion of the court was delivered, November 20th 1871, by Read, J. The decision of this case depends upon the construction to be placed upon a bid made byrthe defendant for the entire property of the plaintiffs as defined in their advertisement, and which was accepted by the plaintiffs on the 27th November 1869, and a deed made for the same, by the said company to the said defendant, dated the 1st day of January 1870, which deed he accepted and placed of record. The offer or bid was “ six hundred and five thousand dollars ($605,000)this is clear and explicit; it was for so much money, the times of payment of which are regulated by the subsequent terms of the bid: “ I covenant for myself and assigns to pay three [164] hundred thousand dollars of the company’s mortgage-bonds and interest, 8 per cent, thereon, as and when the same matures”— that is, the principal on the 1st May 1887, and the interest semiannually. This fixes the time of payment of $300,000 of the bid for $605,000. “ 2. Seventy-six thousand two hundred and fifty dollars ($76,250) in cash on the execution of the deed. “ 3. Two hundred and twenty-eight thousand seven hundred and fifty dollars ($228,750) in four equal annual payments of fifty-seven thousand one hundred and eighty-seven dollars and fifty cents ($57,187.50) with interest at 6 per cent., payable semiannually, for which I will give my bond secured by mortgage on the premises.” The cash and postponed payments make $305,000, and with the $300,000 mortgage, bonds having seventeen years and four months to run, make up the full purchase-money of $605,000. The effect, therefore, of the bid thus made and accepted, was to spread the payment of the $305,000 over four years, and extend the time of payment of the $300,000 seventeen years and four months. But it is alleged that of the mortgage-bonds only $280,000 were actually issued, and that $20,000 were still in the hands of the company, and therefore not contemplated by the defendant, who did not know the fact, although he had from the 27th November 1869 to the 1st January 1870, to make himself fully acquainted with the whole subject of his purchase, independent of any former connection with the company. If the amount of unissued bonds had been $100,000, would it have been possible to say that $605,000 meant $505,000, and that this was the only amount the defendant contemplated paying, when he bid $100,000 more which was accepted by the plaintiffs ? The language is plain, and the intent to give the full and complete consideration-money of $605,000 is equally plain — and the defence set up failing entirely, The judgment is affirmed.