Chicago, Kalamazoo & Saginaw Railway Co. v. Lane

Grant, J. {after stating the facts). 1. The contention of the learned counsel for the defendants, that the contract is too uncertain and indefinite to be specifically-performed, is wholly without merit. The defendants who were the originators of the proposed Belt Line had made a survey and a track had been laid a few years before upon a small portion of it. A blueprint of the survey was given by the defendants to Mr. Dewing and was produced in evidence. The original had been destroyed by afire in which the factory of Lane & Lay had been destroyed. No one testified that there was any doubt as to the location of this strip of land described in the contract. A complete answer, however, to this claim is that the complainant took possession of it with the express assent of the defendants and constructed their road thereon. If there was any indefiniteness in the description it has been made definite by the action of the parties. March-Brownback Stove Co. v. Evans, 9 Pa. Sup. Ct. 597; Purinton v. Railroad Co., 46 Ill. 297; Work v. Welsh, 160 Ill. 468; 26 Am. & Eng. Enc. Law (2d Ed.), p. 86. There is no word of testimony to indicate either that the parties did not understand the location of the land or that there was any disagreement as to its location when complainant took possession. An exact and definite method had been agreed upon to determine the price to he paid, and the defendants themselves testified thgt they had prepared deeds for the conveyance of the land occupied. A computation of the acreage of the strip to be conveyed could easily be made and the price per acre could easily be ascertained by ascertaining the price of the original cost per acre, with interest and taxes added, and multiply that by the number of acres conveyed. Defendants admit that the consideration could thus be easily figured. 2. It is next urged that the contract was only a temporary memorandum containing nothing binding upon the parties, but that the terms were left to rest in parol. This contention is also without merit. It was a contract for the sale of lands and for a deed to be executed ac — 172 — cording to its terms. There is no claim of fraud on the part of the complainant. Mr. Dewing, representing complainant, was not the moving party in the negotiations which led up to the contract. Mr. Hays appears to have been the originator and promoter of the proposition. He first proposed it to Mr. Dewing and to the defendants. The defendants prepared a contract containing a short time limit for the construction of the road to the Bryant Mill. Mr. Dewing declined to accept the contract containing this provision and it was destroyed. A second one was drawn but it did not meet the approval of the parties, and was destroyed. The defendants then submitted a new contract with the time limit omitted, and this was accepted, and the contract left in escrow with Mr. Hays on the conditions above mentioned. Defendants now seek by parol testimony to again insert a time limit into the contract. When the defendants assented to the refusal of Mr. Dewing to execute a contract with the time limit in and executed another with the time limit out, it eliminated entirely any question of specified time limit, and left it to be construed according to the rule of the common law. Mr. Dewing and his assignee would undoubtedly be required to construct the road within a reasonable time. The contract is complete in itself and contains all that is essential for its complete performance. After the complainant had more than half completed its roadbed according to the contract, defendants sought to read into it by parol another provision not found in the written contract. It provided that the complainant should have three crossings over the proposed belt line location. It contained no provisions by which the defendants should have the right to make crossings of their own over complainant’s road. The crossing of one railroad by another or by private parties is a matter of great importance. Should the defendants desire to construct a belt line which should require crossings over the complainant’s road, the law provides a way by which such right can be — 173 — obtained. If they had desired to obtain it by contract they should have spoken when they made the contract, and have insisted upon the insertion of such a provision in it. A party making a contract to sell land to another without any reservation of a right of way might as well insist that he should have a right of way over the land when he is caljed upon to make a deed. I know of no better illustration than this case affords of the wisdom of the rule holding that all prior negotiations and talks are merged in the written contract which parties make. It is not claimed that there was any previous agreement for such crossings. All parol testimony relating to conversations as to the time limit or other provisions was incompetent, and cannot be considered. This was no hasty contract. All the parties to it were men of business, experience, and intelligence. The negotiations extended over a considerable time. The third contract was drawn before one was found acceptable to both parties. All parties understood the situation, and also understood what the contract contained, and its purport. To hold that this contract can be virtually laid aside by parol would be a virtual annulment of the rule that written contracts must control. Adair v. Adair, 5 Mich. 204; Cohen v. Jacoboice, 101 Mich. 409; Helper v. Manufacturing Co., 138 Mich. 593. A contract complete in itself cannot be converted into an idle and meaningless memorandum by parol evidence. 3. We cannot concur in the conclusion reached by the learned circuit judge, that the complainant had abandoned the construction of its road to the Bryant Mill, and in his refusal to grant specific performance for that reason. This finding rests mainly upon the testimony of the defendants and Mr. Hays. They testified that in conversations. with Mr. James H. Dewing he informed’ them that he did not intend to construct the road from the G. R. & I. to the Bryant Mill. None of these conversations are claimed to have occurred until the roadbed was completed to the G. R. & I. and to Mill No. 2, and the de — 174 — fendants had refused to give Mr. Dewing deeds for the land according to the terms of the contract. Mr. Dewing says that he told them that the company would proceed no further with the road until they had given the deed in accordance with the terms of the contract (and this complainant i^as clearly justified in doing), but denied positively ever telling them that the construction to the Bryant Mill was permanently abandoned. All the officers of the company testified positively that there never had been any talk or action on the part of the company looking towards such abandonment. It is conceded by the defendants in their testimony and by counsel in their briefs that Mr. Dewing for the complainant entered into this contract in good faith; that the complainant constructed its road in good faith in accordance with it, but they claim that it was subsequently determined not to construct the road to the Bryant Mill after it had decided upon a connection with the Grand Trunk at Pavilion. At the time defendants wrote their letter demanding further concessions and conditions, refusing to give deeds unless these were complied with, and also the letter attempting to rescind the contract, they had no knowledge that there was any intention to construct the road to Pavilion. They did not refuse to perform the contract on account of this extension, but for other reasons as above stated. In fact at that time it had not been determined to extend to Pavilion. The extension to Pavilion was no concern of the defendants. There was no agreement to construct the road by the Bryant Mill to Marcellus, several miles longer than to Pavilion. The object of' the defendants in securing the construction of the road to the Bryant Mill was to open their land, known as the Reed Farm, for the location of manufactories and other buildings which manufacturers always require. The extension to Marcellus was of no benefit to them. The extension to Pavilion with the branch extending to the Bryant Mill was as beneficial to them as would have been. — 175 — the extension of the Bryant Mill branch to Marcellus. The benefits to the defendants would have been as great in the one case as the other. The defendants having first broken the contract, the complainant and its officers were justified in refusing to go further with their road until the defendants tendered them the deeds. Complainant had tendered the money and has kept the tender good by a deposit in the bank for them. Neither law nor equity. will, under these circumstances, permit the defendants to compel a forfeiture of the contract and the abandonment of the improvements which the complainant had made at large expense. Upon what principle, either of law or justice, could the defendants refuse to execute the deed and oust the complainant, who was guilty of no violation, from the possession of its property ? The complainant Lad spent several thousand dollars in buying land not needed except for the extension to the Bryant Mill; in purchasing the right from the G. R. & I. to cross under its tracks, and the expense of raising them, and in the construction of its road to the G. R. & I., an extension not required except to reach the Bryant Mill; the officers of the complainant and the defendants were neighbors in ‘ the city of Kalamazoo; they took great pains to put their intentions in writing, first by contracts and then by correspondence, and in all this correspondence not even a hint is found of any intention to abandon the construction to the Bryant Mill. Defendants made no such claim as a cause for rescinding the contract. These acts are wholly inconsistent with the idea of abandonment and speak the truth more certainly than the uncertain memory of interested witnesses. We think it clear upon the record that the road would have been constructed in a short time had it not been for the unjustifiable acts of the defendants. 4. Was there a verbal contract for the right of way for the extension from the main line to Mill No. 2, and was it executed in accordance with such agreement ? The officers of the complainant testified that such a contract was — 176 — made, and that it was for the same consideration as that expressed in the first contract,-viz., the price of the acreage based upon the cost of the land to the defendants, with interest and taxes added. The defendants admit that that was the agreement, with the condition that it was not to become binding until the road was completed to the Bryant Mill. In September, 1900, they prepared a deed of this strip of land which complainant had used and upon which it had erected its road to the paper mill, and submitted it to Mr. Dewing. It was made, on the basis of the consideration above named, and the deed was complete except that it did not contain the amount of the consideration. No reference is made in it to any such consideration as the defendants now claim. It was satisfactory to the complainant, and was returned by Mr. Dewing to the defendants for the insertion of the amount of the consideration. We are satisfied that such an agreement was made and that it was fully performed by the complainant. If, however, the agreement were as the defendants claim, they waived that condition when they refused to perform the first contract, and thus prevented the construction to the Bryant Mill, and will not now be heard in a court of equity to take, advantage of their own wrong to the detriment of the complainant. 5. Counsel for both parties cite authorities to the rule that the specific performance of a contract is not a matter of right in a court of equity, but rests in the sound discretion of the court or chancellor.. It is unnecessary to cite authorities in support of this rule. This discretion is to be guided largely by the equities and justice of the case. If specific performance is denied the complainant may lose the large amount of money it has in good faith invested in the construction of its road, not only over the defendants’ land, but also to Pavilion and the purchase of land therefor. It will either be compelled to abandon its road or take proceedings for condemnation, and run the risk of a finding by a jury that there was and is no necessity for the construction of the road. If, however, — 177 — the necessity should be found by a jury, it may be compelled to pay large damages on account of increased valuó of land since its road was built. This would undoubtedly be the case, unless the court should hold that the damages should be limited to the value of the land at the time the road was built. Specific performance will give to each party just what they contracted for and do no wrong or injustice to either. Under these circumstances, sper eific performance should be decreed. Decree reversed, and decree entered in this court for the complainant, directing the defendants to execute the deeds in accordance with the contracts, and requiring the complainant to construct its road to the Bryant Mill within six months from the date of said decree, with costs. McAlvay, C. J., and Carpenter, Hooker, and Moore, JJ., concurred.