American Electrical Steel Co. v. Scarpace

T. M. Burns, J. Plaintiff seeks specific performance of a land sales contract. Defendant and her husband owned as tenants by the entireties certain land in Taylor, Michigan. Needing to raise money to pay an assessment made by the IRS for a tax deficiency, Mrs. Scar-pace put the land up for sale. In 1969, Mrs. Scar-pace and plaintiff entered into an agreement whereby plaintiff would purchase and defendant would sell the real estate. Mrs. Scarpace signed the agreement in her own capacity and for her husband under a power of attorney executed several months before. Defendant later refused to consummate the transaction. More than three years later, plaintiff brought this suit for specific performance. The trial judge denied the relief ruling that the power of attorney executed by the husband did not include the power to sell jointly held property. Plaintiff appeals. [192] 1. There is no valid contract which we can order to be enforced because the power of attorney was invalid. Mr. Scarpace was hospitalized with brain atrophy early in 1967, before the power of attorney was executed. He was unable to manage his business, and after the power was signed by him, Mr. Scarpace was adjudicated mentally incompetent. The record indicates that Mr. Scarpace was suffering from mental illness at the time the document was signed. It was thus invalid. 2. It is claimed that by the death of her husband, Mrs. Scarpace became the sole owner of the real estate, and that she should be estopped from denying her agreement to sell the land. Under the facts of this case, estoppel is not a proper theory. For the doctrine of promissory estoppel to be invoked, the promisee must demonstrate that the promise was made in circumstances such that the promise must be enforced if injustice is to be avoided. In re Timko Estate, 51 Mich App 662; 215 NW2d 750 (1974). For equitable estoppel, the complaining party must show that he will be prejudiced in some way unless the other party is estopped to deny something. Kole v Lampen, 191 Mich 156; 157 NW 392 (1916). There is no indication in the case at bar that plaintiff will suffer any injury if the land is not conveyed to it. Indeed, it appears that such a result would be a windfall. The corporation has obtained the use of other property for the purpose for which it sought defendant’s land. There is no indication that the present facilities are less to plaintiffs liking or less suitable for its needs. Surely plaintiff should be compensated for the expenses it incurred in preparing to purchase defendant’s property, but specific performance of the agreement to sell the property is uncalled for. 3. Plaintiffs action for specific performance is [193] barred by laches. The invalid agreement to sell the land was breached in 1969. Between that time and the date this suit was commenced below, a period of three years, plaintiff did nothing to enforce the contract. While plaintiff sat on its rights, the value of the defendant’s land greatly increased. Plaintiff now asks this Court to force defendant to sell her land to plaintiff at the price agreed upon six years ago. To accept plaintiff’s plea would be an unconscionable act. Affirmed. Bronson, J., concurred.