Young v. Latham

McCLELLAN, C. J. — The contract between Smith and Latham bound the former to sell and convey the land in question to the latter upon specified terms a,t the- election of Latham. The agreement ivas unilateral in q sense in that Latham did not obligate himself to purchase, but it was not unilateral in any legal sense because a. valuable consideration passed from Latham to Smith for the assumption by the latter of the obligation to sell and convey to the former: In short the contract was a. purchase by Latham for one hundred dollars of the right to purchase the lands from Smith within a time and upon terms specified: an option to buy. It is plain that the contract on the part of Smith was not, any more1 or other than an agreement to .sell should Latham elect- to buy, a mere executory contract, to sell and convey the land at a future date1' upon terms then to be complied with by Latham if Latham then chose to purchase». It is too clear to require discussion that this contract, passed no interest in or title to the land to Latham: Every interest in and the absolute title to tin» land were as entirely and (essentially in Smith after this contract had been entered into as they had been before its execution. And it is equally clear that such title would have remained in 'Smith had he violated his contract with and refused to convey the land to Latham, and also that a conveyance by Smith of the land or any interest in it to a third person pending the term of Latham’s option would carry the legal title to the land, or to whatever interest was intended thereby to be passed, into such third party. And upon such 344 conveyance, Latbaxa, in a court of law at least, would have ho remedy or redress except through an action for damages against Smith for the breach of the option contract. Of course in equity Latham would have rights and remedies against the grantee with notice in such a conveyance; but that is of no concern here where the action is purely legal — statutory action in the nature of ejectment — is prosecuted in a court of law, and turns upon 'whether the plaintiff has the legal title. The true doctrine is accurately and fully stated in the text and a note of the Am. & Eng. Ency. of Law, as follows: “An executory contract of sale is regarded differently at law and in equity. At law, it is a mere agreement which does not affect the title, and the breach of which gives but the right to sue for damages.” (note) “In the ordinary case of an executory contract for the sale of real estate, the effect is such that at law it confers upon the vendee a mere right of action. The estate remains the estate of the vendor, and the money remains that of the vendee.”—Vol. 28, p. 105; Chapman v. Glassell, 13 Ala. 50; Doe ex dem. etc., v. Haskins, 15 Ala. 619; Johnson v. Collins, 17 Ala. 318, 325; Collins v. Johnson, 57 Ala. 304. Upon the foregoing principles the plaintiff had no right of recovery against the defendant Young to whom Smith had leased the lands after entering into the contract with Latham: The defendant had the legal title under and for the term of the lease and the right of possession. The court should have given the affirmative charge requested by defendant. Reversed and remanded.