Cleaves v. Walsh

Grant, J. (after stating the facts). The circuit court held that Cleaves & Son had accepted the offer contained in the letter, and that this acceptance made a binding contract. In this we think the court was correct. The notification by complainants to Walsh & Upstill’s attorneys that they were prepared and ready to take the deed and pay therefor, and the letter written by the attorneys to Walsh & Upstill,. constituted a valid contract. The contract then was that complainants should pay $2,500 upon the production of the deed. The deed was produced, properly executed, and ready for delivery upon the payment of the money. Complainants then asked for 10 days in which to procure the money. This was agreed to, and the deed left in escrow, to be delivered upon the payment of the money, if paid within 10 days. The court held that this arrangement put an end to the option and took the place of it, and dismissed the bill. No authorities are cited by either party as to the effect of the new arrangement made on February 25th. The learned counsel for complainants insist that it had no effect upon the original offer, and left them free to accept at any time within the six months. We are of the opinion that a new agreement was made, which superseded the previous agreement. Complainants then and there agreed [641] to pay $2,500 within 10 days, and Walsh & Upstill agreed to leave the deed in escrow for that length of time, to be delivered upon such payment. While this agreement was made pursuant to the offer and its acceptance, yet it was another and independent agreement, upon the execution of which depended the rights of the parties. Complainants failed to perform it, and the custodians of the deed returned it, as they were legally bound to do. This ended the matter. We think the conclusion reached by the circuit court was correct. Decree affirmed, with costs. The other Justices concurred.