Ohlander v. Dexter

COLEMAN, J. — -A certain voluntary association of individuals, desiring to purchase a house and lot of land situated on the north-west corner of Dexter Avenue and Bainbridge Street in the city of Montgomery, entered into negotiation with Ohlander to procure from him a relinquishment of a five year lease of the premises- held by him, and which stood in the way of getting present possession under a deed of conveyance from the owner of the fee. The negotiation with Ohlander resulted in the execution of the following written instruments introduced in evidence as exhibits “A” and “B.” Exhibit “A.” Montgomery, Ala., August 27th, 1887. I have received from Mr. A. Ohlander a relinquishment to his lease with L. Lawall for consideration of One Hundred and Fifty Dollars to be paid him in ten days, and use of the premises until Nov. 1, 1887, free of rent. (Signed) B. P. Dexter. Exhibit “B.” In consideration of One Hundred and Fifty Dollars to be paid to me within the next ten days and to allow me to con — 478 — tinue tlie use of the store-house north-west corner Dexter Avenue ancl Bainbridge Street for use of storing furniture until Nov. 1st next free of rent, I agree to relinquish and give up all my right and claim to above mentioned storehouse that I have by virtue of a five years lease from Mr. Lawall. Montgy, Ala., Aug. 27th, 1887. (Signed) Aug. Ohlander. On the 31st day of October,. 1887, Ohlander moved out and surrendered the possession of the storehouse, and shortly afterwards sued Dexter in a court of law for the one hundred and fifty dollars. This suit resulted in a judgment for Ohlander, and on appeal to the Supreme Court the judgment was affirmed. Dexter then filed the present bill in the Chancery Court asking to be relieved from the judgment of the law court. The averments of the bill, substantially are, that “orator in writing, (exhibit A,) by inadvertence and mistake employed language, the legal effect and operation of which is materially and essentially different from what was intended both by orator and the said Ohlander, the said Ohlander and orator being unlearned in the law, and neither of then knowing that the language used in said receipt was susceptible of the interpretation placed upon it by the courts, and in giving said receipt, orator intended simply to give the said Ohlander a paper writing showing that orator had received from him the said paper writing signed by the said Ohlander and the words “for consideration of one hundred and fifty dollars to be paid by him in ten days and use of the premises until November 1st, 1887, free of rent,” used in said receipt was intended by orator as referring to and descriptive of the paper writing signed by the said Ohlander, and the said Ohlander accepted said receipt with the same intention and understanding as that which influenced orator in making and delivering the same,” &c. The prayer of the bill is that the “writing or receipt hereinabove described may be reformed under the direction and decree of the court; or if mistaken in this relief, that it be delivered up and can-celled by the court, and for a perpetual injunction,” See. The answer of the defendant denies all the material averments of the bill and “avers positively that he intended to receive from complainant his written obligation to pay defendant one hundred and fifty dollars for the transfer and relinquishment of his lease contract and without which he . would not have signed and placed in the hands of the com — 479 — plainant his relinquishment of his whole interest in said lease contract, that defendant believed at the time that such was the construction placed by complainant upon the character and purpose of said writings contemporaneously executed by and between complainant,” &c. Upon proof at the final hearing the Chancery Court held that plaintiff was entitled to relief, that it was tinnecessary to reform the writings as the same purpose could be effected by- an injunction, and decreed a perpetual injunction against the enforcement of the judgment. Equity will not interfere to grant relief, when the agreement made is tliat intended tobe made, but the parties were mistaken as to its legal effect, but if the parties undertake to draw up a particular agreement and by the use of inapt words, another and different agreement is executed ujdou clear and satisfactory proof of the terms of the agreement intended to be made, and of the mistake, equity will reform the instrument so as to make it conform to the intended agreement. — Larkins v. Bidell, 21 Ala. 253. Conceding for the present that the averments of the bill, bring complainant’s case within the rule which entitles him to relief upon proper proof, we will examine the evidence under the rules of law applicable, when parties seek to reform a written instrument. It is not pretended there was any fraud or undue influence practiced by Ohlander. The complainant himself draughted the instrument in his own language, and without suggestion as to the terms to be employed in executing the instrument. The courts are unanimous in holding that to entitle the plaintiff to relief in such cases the proof must be clear, exact and satisfactory.— Guilmartin v. Urquhart, 82 Ala. 570, or as expressed in Trapp & Hill v. Moore, 21 Ala. 697, “if through mistake, a written agreement contains substantially more or less than the parties to it intended, or, from ignorance or want of skill in the draftsman, the object and intention of the parties as contemplated by the agreement is not expressed in the written instrument by reason of the use of inapt expressions upon clear and satisfactory proof of such mistake, equity will interfere and reform the agreement, so as to make it conformable to the true intent of the con-' tracting parties.” The effect of the averment of the bill is that it was not the intention to create an obligation to pay money but merely to give a receipt, acknowledging that the maker had received from Ohlander a writing in which Ohlander obligated himself to transfer his interest in the projoerty held by him by virtue of his five years lease from , L.' Lawall. The two instruments, exhibits A and B, 'wefe — 480 — executed contemporaneous!}1', and should be considered together in weighing the evidence. Independent of parol proof the obligation imports an absolute promise by complainant to pay a certain sum within a given time, and the consideration for which was the relinquishment by Ohlander to Dexter of his leasehold interest in thp property. The subject of contract, being the sale and purchase of an interest in lands of a term exceeding one year the statute of frauds necessitated that there be a note or memorandum in writing, subscribed by the party to be charged. Exhibit B, subscribed by Ohlander was an absolute agreement to relinquish his leasehold interest for an expressed consideration, without condition; and fully complied with the statute of frauds. The obligation was certainly binding on him, and in the absence of fraud, mistake or undue influence parol proof would not be admissible to add to or vary the legal effect of his obligation. Unless Dexter by the instrument signed by him, became legally bound to pay the consideration agreed upon, the writings would present a strictly unilateral contract, binding upon Ohlander alone, and without any consideration to support it. Neither in a court of law nor equity could Ohlander by the introduction of parol evidence, add to or vary the legal effect of his written obligation, and thus avoid legal responsibility. The sainé rules of, law apply to Dexter and are conclusive upon him. It is not permissible for Dexter to add to or vary the terms of the agreement subscribed by Ohlander by parol evidence in order to give force to the contention, that the paper subscribed by him (Exhibit “A”) was intended merely to show that he was the depository of the obligation signed by Ohlander, and that it was for this .and no other purpose. The bill does not aver, as we have stated, that there was any error or mistake in the instrument signed by Ohlander. It is only in the evidence that a different meaning and legal effect is attempted to be given to this part ol the contract. In his deposition Dexter testifies that the written instrument signed by Ohlander was intended “to give an option of ten days in which to examine the title and decide whether we would buy or not,” . . “that the purchase of the lease would be conditioned upon the parties taking the property provided the title was good.” That Ohlander only agreed to relinquish the lease “in case we paid him the $150.00.” The witness A. B. Agee testifies that he can not remember distinctly the understanding of the parties as expressed in the conversation at the time between them but as understood and as far as remembered “Ohlander was to be — 481 — paid one hundred and fifty dollars for a relinquishment of his leasehold interest.” “That when Ohlander was paid one hundred and fifty dollars he was to relinquish his leasehold interest.” “There were papers passed between them but I do not remember who wrote them. Dexter signed one and Ohlander the other. Ohlander required a consideration of one hundred and fifty dollars to give up his lease. Dexter wrote out a paper about the payment of the one hundred and fifty dollars to Ohlander. The substance of the paper given by Dexter to Ohlander, as I remember was, that in consideration of $150.00 to be paid to him, that Ohlander was to release his interest in that property.” Other statements of this witness tended to show that the agreement of Ohlander was intended only as an option or conditional agreement to sell his leasehold interest. The witness Brown, testifies that he never read the papers, or heard them read, that he remembers substantially all of the conversation he heard, but he did not know that he heard it all, that “it appeared that Dexter and Ohlander had talked the matter over before and that what he heard was simply the conclusion of the agreement.” Me says “Dexter told Ohlander that he wanted him to sign an agreement that he would surrender his lease in consideration of one hundred and fifty dollars, Ohlander assented to that, an agreement was written out by Dexter and signed by Ohlander. Then Ohlander asked Dexter to give him a receipt for that agreement, which Dexter did. It was understood in that connection that Ohlander was to receive one hundred and fifty dollars for his lease if the titles were all right, and if not he wms not to receive anything.” The evidence of W. O. Agee on the point in question is very brief. He says : “At the time this option was taken from Ohlander he came into the office and it was written and signed there. After it was written out and signed by Ohlander he asked Mr. Dexter for a receipt for that paper, which Mr. Dexter gave him. Mr. Ohlander’s language was “give me a receipt for that paper.” That Ohlander accepted the paper “and went out of the office without having said anything further.” Other witnesses were examined by the complainant, but we' have stated substantially the testimony upon which he must rely to sustain the conclusion reached by the equity court. When considered in connection with the denials of the answer of the respondent, his positive testimony that the paper was executed to him in consideration of his written agreement to relinquish his interest in the property, and the character of the writings themselves — 482 — and. especially the absolute obligation on his' part to relinquish his lease for a consideration of one hundred and fifty dollars to- be paid in' ten days, which bear him out in his version of the transaction, .we do'not hesitate to .declare' that the evidence falls far short of the ' rule which requires that' the proof shall be “clear and satisfactory,” before a court of equity will interfere to reform the written agreement. The case has been so severely litigated, this being the fourth appeal, including the two appeals from the Cir-cuit Court we have felt justified in considering the merits of the cause under the evidence, upon which the Chancery Court seems to have acted. ' ' Much of the testimony was illegal and inadmissible. As a bill to reform the written agreement, it is defective. It no where pretends to set out the language in which the parties intended the agreement should be framed, and it would be impossible to reform the agreement under the evidence, without doing violence to the principle of law, which requires the proof to “be clear, satisfactory and exact.” The complainant Dexter drafted the instrument injbis own language. It was accepted by Ohlander as satisfactory without comment. It was but a reasonable and natural obligation and consideration for the absolute agreement of Ohlander by which he relinquished his leasehold interest in the property. Whatever may have^beeri. the purpose of complainant and his opinion as to the legal effect of the writings subscribed by him, we would not be justified under the evidence in holding that Ohlander’s understanding of the agreement was, that he should receive nothing in consideration of the relinquishment and transfer of his interest in the property. We incline to the view that much of the testimony of complainant’s witnesses are conclusions of their own drawn from the language of defendant and understood by them, - when he asked as they testify “for a receipt.” A mere statement to this effect would be wholly insufficient, to authorize the conclusion that a valid absolute agreement to pay a sum certain on a certain day for an expressed consideration was intended to operate only as a receipt. It may be further stated, that if the pleadings and rules of law permitted us to consider all the evidence as legal, when applied to the two instruments, which must be construed together as constituting one entire contract, the facts bring the case within that class of caseá to which the maxim “ignorantia legis, neminem excusat” applies. Against simple mistakes of law no court will grant relief. — Clark v. Hart, 57 Ala. 390; Kelly v. Turner, 74 Ala. 518; Hardigree v. Mitchum, — 483 — 51 Ala. 151; Hemphill, v. Moody, 64. Ala. 473. Under any view in which, the case may he considered, we are satisfied that complainant is not .entitled to relief. A decree will be here rendered dissolving the injunction granted by the court below, reversing the case, and dismissing complainant’s bill. Beversed and rendered.