McHale v. Reilly

Opinion by Me. Justice Simpson, The court below refused to decree specific performance of a contract, — embodied in a receipt dated January 3, 1920, — the essential parts of which, so far as concerns this appeal, being as follows: “‘Received of Thomas H. Hopkins, agent, two hundred dollars to apply on down payment for [certain described] land of the undersigned Mary Alice Reilly..... this day sold to-upon the following terms, viz; This payment of $200.00, $4,800.00 on or before Feb. 25, 1920, and the balance secured by a mortgage for $10,000 for three years____ “Mary A Reilly.” At the instance of appellants, the court below found that Hopkins bought the property as agent and representative of Pittston Council No. 372, Knights of Columbus of Pittston, Pa.; that defendant knew this; that the name of the council was intended to be and should have been filled in the blank space in the paper; and that shortly thereafter it approved the purchase. Plaintiffs’ first contention is that the receipt was merely an option or unilateral agreement and not a contract; and in either event was binding upon defendant alone and could be enforced against her. If this remarkable contention is correct, it would not assist plaintiff on this appeal, for the question is not whether, at the time it was signed, it forthwith became binding on both parties, but whether or not the mere approval by the council and the tender of the bond and mortgage, in the form hereinafter specified, were effective to give to defendant the security to which she was entitled. More [178] over, plaintiffs’ contention is not accurate; every option is a binding contract that, if the party having it elects to take the property within the specified time, the owner will convey it and the purchaser will then pay the price agreed upon; and every so called unilateral agreement is but the statutory method (devised to prevent frauds and perjuries) necessary in order to prove that the minds of the parties have met upon the terms of an enforceable contract; the meeting of the minds being the contract, however, and the writing but the required evidence of it. The council, in an attempted compliance with its agreement, requested defendant to execute a deed to “Thomas H. Hopkins......in trust for John J. McHale, Martin Y. Quinn and Leo P. McDonald, and all others who are members thereof, are interested in and associated together as an unincorporated beneficial society, known and doing business under the name and joint title of Pittston Council No. 372, Knights of Columbus of Pitts-ton, Luzerne County, State of Pennsylvania,” and to accept a bond and mortgage for $10,000, which he alone signed, as trustee for the same parties. As he was a disclosed agent of the council, and it, as stated, an unincorporated association, in legal effect the agreement was with all its members, and defendant was bound to convey the property to the council or its nominee, provided it paid to' her the additional sum of $4,800, and gave to her something evidencing the fact that all of the members were personally liable for the $10,000 which was to be secured by the bond and mortgage of that amount. In order, therefore, that those securities, in the form in which they were tendered, should be adequate for this purpose, it was necessary for plaintiffs to show that all the members agreed to be liable to her for the debt, or to point to some statute which made them so, or to prove some action by the council which had that effect. It was not averred or proved that the members ever so agreed individually, or that any statute made them liable; and hence if they are all to be held bound, [179] it must be because, of tbeir membership and a liability-fixed in the way they, as members, agreed should result in binding them personally. It is contended that the action of the council in approving the purchase by Hopkins had this effect; but the court below found, upon evidence (and hence its finding must be accepted as correct: Colwes v. Meyer, 272 Pa. 323), that “the council had made no provision for compliance with the contract in accordance with its own laws and there was, no way in which such compliance could have been enforced at the instance of the vendor.” It follows that, even though proper action might have made all the members liable, the course actually taken did not result in binding those who voted against the majority, or were not present at the meeting. It further follows, therefore, that the bond and mortgage tendered did not give plaintiff that to which she was entitled under the contract, and hence a decree for specific performance could not properly have been entered. Moreover, defendant was not obliged to accept anything which might subject her to litigation in endeavoring to enforce her rights under those securities. Specific performance is of grace and not of right; hence the chancellor will refuse it whenever from any cause it would be inequitable so to decree. The inequity here is apparent, since some of the members of the council oppose this purchase and others were absent when it was approved. For this reason also the decree below was right; to require defendant to convey her property might and probably would involve her in litigation with the opposing members, if she thereafter endeavored to force them to pay the balance of the purchase money. The decree of the court below is affirmed and the appeal is dismissed at the cost of appellants.