Dreiske v. Joseph N. Eisendrath Co.

Mr. Justice Wiekin delivered the opinion of the court: The specific performance of a contract will only be enforced where the terms are clear, certain, unambiguous, and either admitted by the pleadings or proven with a reasonable degree of certainty. Even in cases where all of these requirements are present a specific performance cannot be demanded-as a matter of right, but rests in the sound discretion of the court, to be determined from all the" facts and circumstances of the particular case. If the contract is unreasonable or unjust, or for any other good reason should not be enforced, a decree will not be granted, and such refusal will not be a ground for reversal unless it can be said that the sound discretion of the court has been abused. Clipson v. Villars, 151 Ill. 165 ; Woods v. Evans, 113 id. 186 ; Long v. Long, 118 id. 638; Brix v. Ott, 101 id. 70; Batter v. Lumaghi Coal Co. 209 id. 316. The contract is alleged by appellants to be contained in the two letters set out in the bill. The question is whether these letters are sufficient to constitute a contract, or whether they were merely the commencement of negotiations which were to result in a contract The letter of appellee shows that some vital terms were yet to be agreed upon and all of the terms of the contract were not included in the offer. In the latter part of the letter it expressly states that a contract is to be drawn up and signed by all parties interested, and appellee is to put up as a deposit the sum of $500, and if the property is accepted the balance is to be paid and the property accepted by November 15, 1903. If this letter was intended to constitute a contract it was wholly unnecessary to draw up a subsequent contract or make a deposit of $500. From the terms of the letter we must infer that there were other negotiations to be settled by the parties before there was to be a valid, binding contract between them. This construction is sustained by the appellants’ letter of acceptance. They clearly indicate therein the understanding that a subsequent contract was to be drawn. They say, “Contract can be drawn up and signed when convenient for all parties to meet.” In their bill they allege that since July 20 they have sought, on various occasions, to induce appellee to enter into the contract as specified, but that it has refused so to do, clearly indicating that they did not understand that the whole contract was contained in the letters. We are of the opinion that the letters were not intended by the parties to embrace all the terms of the contract upon which the conveyance was to be made, and that the signing of a subsequent contract was a condition precedent to its completion. Appellants, in the absence of such contract', cannot, therefore, maintain a suit for specific performance. Again, even if the letters had constituted a valid contract, the terms contained in them are not sufficiently clear and definite to entitle appellants to a decree. The offer is for the south half of lot 1 and all of lot 2, on the basis that there are a total of 169.33 average feet, based on a straight line frontage on Mendel street and a straight line, frontage on the river, as shown on the survey, the average being based on the calculation of adding the two frontages and dividing by two, and the estate is to guarantee the figures on the survey to be correct. A map is attached to the bill showing the lands sought to be conveyed. It shows a dock between the easterly end of the land and the north branch of the Chicago river. There is a dispute between the parties as to the exact amount of land covered by the offer.' Appellants claim that it only extends to what they call “the line by subdivision,” which does not include a frontage on the river. Appellee claims that its offer covers all land to the dock line, giving it a river frontage. A large part of the argument of counsel for both parties is devoted to their understanding of the meaning of this offer, as to which they radically differ. It is suffir cient for us to say that with such substantial grounds of contention as to the meaning of the offer it cannot seriously be claimed that, even though the letters were of such a character as to constitute a contract, the terms are so clearly expressed as to sustain a decree for specific performance. Not only are the terms of the offer and acceptance indefinite, but there are ■ also wanting from them many of the details which would necessarily be involved in the conveyance of the property, and from the absence of such terms we must conclude that it was not the intention of the parties that the letters, alone, should constitute the entire contract, but that they did intend to have a subsequent meeting and negotiations, at which all the details should .be settled and a definite contract drawn and properly executed by all parties. The question as to whether there is sufficient mutuality in the alleged contract to justify a decree for specific performance, in view of what has already been said need not be considered. The superior court committed no error in sustaining the demurrer to the bill, and its decree will be affirmed. Decree affirmed.