Davis v. Crane

Carroll, J. The plaintiff owned a portion of No Man’s Land, an island lying five or six miles from Martha’s Vineyard, in the town of Chilmark. .The defendant, desiring to obtain title to the whole island, agreed in writing for the sale to him of the plaintiff’s interest. The agreement provided for the payment of $10,000 to the plaintiff for the conveyance of this interest, and it contained a provision that the plaintiff was “to help the party of the second part in whatever way he can to purchase and acquire the remaining interests at a fair valuation, and in other ways which he deems proper so to do.” It was further stipulated, “The party of the second part agrees further to pay to the party of the first part the sum of two thousand dollars ($2,000) or part thereof, under the following conditions; whenever the party of the second part is able to purchase and acquire at a fair valuation, any part or the whole of the remaining interests in the island, as stated by the party of the first part and tabulated below, he shall pay to the party of the first part such proportional part of the two thousand dollars as that interest [280] is the proportional part of all the remaining interests.” By consent of the parties the reference to “Eben Luce” was inserted in the agreement after the plaintiff had signed the same. The plaintiff conveyed his interest in the island to the defendant and has been paid the sum of $10,000 therefor. He has also been paid the sum of $100 for the Nevers tract and $125 for the parcel belonging to Daniel G. Luce which he acquired and conveyed to the defendant. The declaration alleges that the plaintiff has fully complied with all requirements of the written agreement as modified by the defendant’s letter of January 9, 1914; that the defendant has acquired title to all the remaining interests in the island at a fair valuation, but has not paid the plaintiff $2,000 or any part thereof according to the agreement. The defendant testified that he bought the Norton property for $3,000, the Mayhew property for $800, and the William B. Luce property for $50, and paid the widow of Ebenezer Luce $2,066.67 “for his interest.” He agreed that the price-paid for the Nevers and Daniel G. Luce parcels was correctly stated by the plaintiff. There was testimony tending to show that none of the land on the island belonged to Benjamin Crummell, but that the title to part of the Crummell tract was in William B. Luce and that a part was owned by the plaintiff and this part was included in his deed to the defendant. There was also evidence that the plaintiff assisted the defendant in securing all the land. The defendant’s demurrer was overruled, and he appealed; an answer was filed and the jury found for the plaintiff ia the sum of $2,134.33. The case is before us on the defendant’s exceptions. The defendant contends that the words “fair valuation” are restricted to the figures in the schedule, and that no liability was imposed on him to pay any portion of $2,000 with respect to the purchase of any of the parcels, unless a corresponding interest was acquired at a price equal to or less than the fair valuation set forth in the schedule. The judge instructed the jury that the plaintiff in order to recover the full amount must satisfy them that the defendant had obtained title to all the land on the island; that the defendant.was not obligated to pay any part of the $2,000 with respect to the purchase of any of the parcels [281] mentioned in the table if the purchase was made for a price in excess of the fair valuation; and if the defendant paid for any of the property more than a fair valuation, the plaintiff had no claim on the defendant for that part of the property which was secured at an excessive price. The jury were further instructed that the schedule or table was inserted for the purpose of determining what proportionate part was due if less than the whole property came to Crane. There was no error of law in this instruction. The plaintiff’s agreement was to “help the party of the second part ... to . . . acquire the remaining interests at a fair valuation.” The figures in the table were not the maximum amount constituting the fair valuation of each of the parcels. The defendant might pay more or less than the sum stated, and if the valuation was in fact fair, the plaintiff was entitled to recover if he assisted the defendant in acquiring the land. The table is incomplete. It contains no statement of the value or of the extent of the land belonging to Ebenezer Luce; the acreage of the land owned by each of the proprietors was uncertain and is stated merely as an approximation. In the defendant’s letter of January 9, 1914, in reference to the addition of the Ebenezer Luce property to the list of owners, he said, “The only difference this would make would be to reduce the proportionate interest of the others when it came to paying you the additional amount, so that the amounts put opposite the various names showing what I am to pay you on each of these purchases, would be reduced proportionately. Of course the total of $2,000 remains the same.” As we construe the agreement of the parties, the valuation of the properties in the table was to assist the parties in determining the proportional part of $2,000 which would be due the plaintiff if less than all the remaining parcels were acquired; but if all the parcels were acquired at a fair valuation, the valuation as stated was not controlling. There was evidence that the defendant acquired title to all the land on the island. The jury could have found on the testimony of the defendant that he owned all the land; and the plaintiff who was familiar with the island and “with all the parties who claimed title to any interest in the Island” testified that he knew of no one who claimed any title in the island who had [282] not conveyed his interest to the defendant. It was therefore immaterial that the land mentioned in the agreement as belonging to Benjamin Crummell came to the defendant by conveyances from others. As we construe the bill of exceptions, the amount paid for the Norton land was $3,GOO, the valuation on the table being stated at $2,500. We think it could have been found that the defendant bought the property at a fair valuation. There is nothing in the evidence to show that he paid more than its fair value. The plaintiff owned most of the western half of the island and “altogether somewhere in the neighborhood of four-sevenths of the Island.” For this part he was paid $10,000. For the remainder of the land the defendant paid $6,141.67. It does not appear that there was any dissimilarity in any of the estates purchased. There was evidence that the Nevers and Daniel G. Luce tracts were bought at a fair valuation. The defendant purchased the property in the open market. On this evidence it was for the jury to determine whether the land was purchased at a fair valuation. O’Malley v. Commonwealth, 182 Mass. 196. According to the agreement the deeds were to be warranty deeds. The defendant took title to some of the land by quitclaim deed. He accepted this title and it does not appear that he made any objection on this ground. This provision in the contract was inserted for his benefit and if he was content to take title by quitclaim deeds he cannot now complain. See Hutchins v. Webster, 165 Mass. 439, 440; Bartlett v. Boston, 182 Mass. 460, 462. We do not think the defendant was harmed by the plaintiff’s testimony that he examined to see what the remaining acreage was as stated in the deeds of the owners, and found it was indefinite. As regards his ownership of a part of the land supposed to be owned by Crummell, the plaintiff testified that he found that a part of it “had already . . . [been] conveyed to Mr. Crane,” and that he ascertained this from an examination of “both Probate and Duke’s County records.” The defendant excepted to this and asked that it be stricken out, because “he knows nothing except what he found in the records.” As has been said, there was evidence that all the real estate on No Man’s Land was conveyed to the defendant. It was purchased from" [283] others than Crummell and the defendant admitted that he never received any deed from Crummell. In these circumstances we do not think the defendant was harmed by the plaintiff’s evidence, excepted to, even if it were inadmissible. As there was evidence that the defendant owned the entire island, and there was nothing to contradict the testimony, the question whether the so called Crummell estate came to the defendant by deed of William B. Luce or in part by the plaintiff’s deed was not of material importance, and on the issue involved of the right of the plaintiff to recover $2,000 for aiding the defendant to acquire the remaining interests at a fair valuation, the evidence was not harmful. The demurrer was overruled properly. Exceptions overruled.