Guaranty Safe Deposit & Trust Co. v. Liebold

Opinion by Mb. Justice Bbown, But one conclusion can follow an examination of this case, and it is, that the appellant, having entered into a written contract for the sale of real estate for which he can now get more money, is, for that reason, trying to get out of his agreement to sell it to the appellee. After a careful review of the evidence, there is no one of the facts found by the learned trial judge that we ought to disturb, and the recital of them in the report of the case will be a sufficient vindication of his judgment that, in this equitable ejectment, the plaintiff is entitled to recover. The chief reason assigned by the appellant why the judgment should be reversed is, that the court should have found the following fact, as requested, which it is contended is conclusive against the appellee’s right to specific performance: “That an oral agreement, cotemporaneous with the written option, was made between defendant, Herman Liebold and Aaron Reiber, representing the plaintiff, by which he, the said Aaron Reiber, was to purchase from one Morrison, and one Krut, then being-in possession, as tenants, of the premises described in the. option, under leases from the defendant, their unexpired terms of said leases, and if he failed to purchase the same within the period of ten days, the time for which the option ran, then and in that event [404] ke was to surrender up the option, and the same to become null and void; that the defendant, Herman Liebold, upon the faith of this agreement, was induced to sign the option; that Aaron Reiber, representing the plaintiff, made an effort to buy off the unexpired terms of the tenants within the said ten days, but failed and they yet remain in possession; that this oral agreement was omitted from the option by request of Aaron Reiber, who gave as a reason that if it were inserted, the tenants might advance the price of their unexpired terms.” There are two answers to this proposition. The first is, that the court found affirmatively that the oral cXtemporaneous agreement set forth in the request “ was not proven by that clear and convincing evidence required by the equity rule.” The thirteenth distinct finding is: “The option in writing dated March 25, 1902, contained the entire agreement between the parties. Nothing was omitted therefrom, by either fraud, accident or mistake.” The other answer is, that, even if such parol cotemporaneous agreement had been proven, it was utterly immaterial in determining the rights of the parties to the option, which, when exercised by the appellee, became a contract to be enforced according to its terms. The tenants, Morrison and Krut, are not complaining, for they have not been injured. The conveyance was to be expressly subject to Liebold’s leases to them; and whether the Guaranty Safe Deposit and Trust Company purchased these leases from the lessees, and thus got rid of them, or continued them as its own tenants, the result was the same, not only to them, but surely to the appellant, their landlord, who alone is now complaining. He could not possibly have been injured if the parol agreement had been made and was not kept. One of the requests of the defendant was that the court find “ that at the time the option was secured a company known as the Standard Steel Car Company contemplated coming to Butler to establish a large manufacturing plant; that Mr. Reiber had knowledge of this matter, and while defendant had heard of the coming of some contemplated company, his knowledge was indistinct and indefinite, and the certainty of its coming was known to the plaintiff who withheld this knowledge from defendant.” The answer Avas: “ Refused. The rumor that some company proposed establishing a manufacturing plant in or near Butler was known to both Mr, Reiber and the defendant, [405] Mr. Liebold, at the time the option was taken, to wit, March 25, 1902, but the certainty of its coming was neither known to the plaintiff or the defendant.” Suppose Reiber had known definitely that the plant was to be established in Butler, and Liebold bad been ignorant of this, was it the duty of the former to disclose such information to the latter, and can it be that, without such disclosure, his contract with Liebold is not enforceable in equity? In this commercial age options are daily procured by those in possession of information from which they expect to profit, simply because those from whom the options are sought are ignorant of it. When the prospective seller knows as much as the prospective buyer, options can rarely, if ever, be procured, and the rule that counsel for appellant would have us apply would practically abolish them. The prospective buyer seeks an option instead of at once entering into a contract for the purchase of land, because, no matter what information he may possess exclusively, he is unwilling to act upon it until it becomes a certainty. In the meantime, on the contingency of its becoming so, he makes his contingent bargain to purchase. This is fair in law and in morals : Hershey v. Keembortz, 6 Pa. 128 ; Harris v. Tyson, 24 Pa. 347. If the appellee concealed anything it was his duty to disclose, or said anything to mislead or deceive the appellant, this rule, of course, would not apply; but they dealt at arm’s length, as men always do under such circumstances, each trying to make what was supposed to be the best bargain for himself at the time. This was the right of each of the parties, and on this point the appellant cannot be heard to complain, especially in Ariew of the court’s fourteenth finding: “ At the time the option was secured it was rumored in Butler that some large manufacturing company contemplated locating in or near the town. Both Mr. Reiber and the defendant, Mr. Liebold, had heard of the coming of some contemplated company, but neither of them knew’the name of the company. It was on account of this rumor that the defendant advanced the price of the property in suit, and for the same cause Mr. Reiber and those acting on behalf of the plaintiff company in purchasing the property agreed to give a higher price than they had before offered. The certainty of the coming of the plant was not known to either Mr. Reiber or Mr. Liebold at the time the option Avas signed.” [406] We have discovered no merit in any of tbe assignments of error, and approve what was done by tbe court below. The form of judgment entered is not before us, but assuming it to be for the plaintiff upon the payment of the purchase money, according to the terms of tbe contract, it is affirmed. If the proper judgment has not been entered, the court below is directed to have it entered upon return of the record.