Ham v. Johnson

Collins, J. This action was brought to reform a certain written agreement made by these parties in relation to the exchange of property, so as to correctly express the real contract made by them, and also for a specific performance of the contract as reformed and corrected. The trial court found that, by the terms of the contract as written, the defendant had agreed to convey to plaintiff, by deed of warranty, and upon prompt performance by the latter of his part of the contract, certain described tracts of land in Clay county, and also, subject to a mortgage for $1,700, a certain lot in the city of Minneapolis, in consideration of which the plaintiff had agreed to convey to defendant a leasehold estate held by him upon a fractional block of land in said city, created by a ground lease thereof for ninety-seven years, executed by the owner, with the buildings thereon situated, and also certain subleases held upon the same real property, and plaintiff was also to convey to defendant by warranty deed, but subject to specified mortgages, "two lots in Belmont 117 Parle.” There were other stipulations in the contract, of no consequence here for a proper determination of the case. In the complaint it was alleged, as a ground for reformation and correction of the contract, that it was agreed between the parties that plaintiff should convey to defendant lots Nos. 11 and 12, in block number 2, in Belmont Park Addition to Minneapolis, Hennepin county, Minnesota, according to .the plat of said addition of record in said county, but that, By mistake of the draughtsman who reduced the contract to writing, said property was erroneously and defectively described in the words before quoted, which, it is alleged, (and of this there can be no doubt,) described no property at all; and that “in such defective and incomplete condition the written contract was signed and executed by the parties, under a mutual mistake of fact as to its contents.” In passing on these allegations which were put in issue by the answer, the trial court found “that as to whether there was a mutual mistake of fact in reducing said description to writing, and as to what property or lots was intended thereby to be conveyed, the evidence thereon is not clear and convincing except that it does appear that the plaintiff, at the time of making said contract, was the owner of four lots in Belmont Park Addition to the City of Minneapolis; that he pointed out the general location of said lots to defendant on a map of the city,” and stated their value. The correctness of this finding is not questioned by any of appellant’s assignments of error, and it is obvious that, with it in existence, the court could not reform or correct the written contract, and as a consequence could not decree a specific performance of it, in whole or in part. The contract signed by the parties was incomplete, uncertain, and defective, and could not be made complete or certain, nor could the defect be remedied, according to the findings of fact, and no part of it had been executed. There was nothing to enforce. It is elementary that courts of equity will not specifically enforce any executory contract unless it be complete and certain in all of its material and essential terms, or capable of being made complete and certain. The subject-matter, of a contract is one of these terms, and, unless so well defined and described that it can certainly be identified and located by means of extrinsic explanatory evidence, properly admissible in such a 118 case, tbe contract is incomplete, uncertain, and wholly incapable of enforcement. A description of property must be so definite as to show what the purchaser supposed he was contracting for, and what the vendor intended to sell, and as to enable the court to ascertain what it is by proper evidence. Pom. Spec. Perf. §§ 145, 152; Fry, Spec. Perf. §§ 317, 325, and cases cited. See, also, Lanz v. McLaughlin, 14 Minn. 72, (Gil. 55;) Pierson v. Ballard, 32 Minn. 263, (20 N. W. Rep. 193;) Nippolt v. Kammon, 39 Minn. 372, (40 N. W. Rep. 266.) (Opinion published 56 N. W. Rep. 584.) Application for reargument denied Nov. 1, 1893. The very marked difference between the attempted description in the case at bar and that before us in Brown v. Munger, 42 Minn. 482, (44 N. W. Rep. 519,) cited by counsel in the argument, need not be pointed out at this time. As this appeal is already disposed of, Ave are not required to consider other questions involved. Judgment affirmed.