Sohier v. Williams

22 F. Cas. 777, 2 Curt. 195

• Court: U.S. Circuit Court for the District of Rhode Island
• Decided: November 15, 1854
• Status: Published

Opinion

GUltTIS, Circuit Justice.

In adjusting the respective rights of the vendor and vendee under a decree for a specific performance of a contract for the sale of land, equity generally considers what would have been the condition of the parties if the contract had been actually performed according to its terms, and endeavors to place them as nearly as possible in that condition. But if only one of the parties has been in default, and it is not practicable to render to both, wbat each would have had by performance on the day, the party in default must lose rather than the other. Applying these principles to the subject of interest on purchase-money, it has been uniformly held, that if the contract fixed a day for the payment of the money and the conveyance of the laud, and the vendor was ready and offered to perforin, and the vendee refused to perform, the vendee must pay interest. In such a case it is due, not only by force of the contract, and as compensation for not paying the money on the day fixed, (Robinson v. Bland, 2 Burrows, 1080,) but also because, as the vendee is in default, if the court cannot give to each party all the benefits he would have enjoyed by the execution of the contract, the vendee, being in default, should alone be the loser. Where, as in the case at bar, the land is unproductive, the rents and profits during the delay, are not all the purchaser would have had if the title had been passed to him, nor are they a compensation for the interest. The land having been purchased for sale, or for building lots, the chances of a favorable-sale, or the opportunity to improve them by buildings, are the advantages contemplated by the purchaser, in lieu of the purchase-money. These, he does not enjoy during the delay, and they cannot be restored to him. In this case, in point of fact, these may not be important; for perhaps the purchaser would not have sold, or built on the lands, if he had had the title. But whether small or great. the loss in his. if he is in default, and the fact that he must bear it, is no reason why the vendor should not be compensated for not receiving his money, on the day when it was the duty of the plaintiff to pay it.

To apply these principles; this contract fixed a day for the payment of the money and delivery of the deed. The complainant tendered the same deed, which the court by its decree, has required the defendant to receive. The defeadant then refused to accept it. It is urged, that there was a doubtful question of law involved in the title which the plaintiff offered to make. This, in my apprehension, is true; but I do not think I can say that the-existence of a question, doubtful in my apprehension, amounts to any default on the part of the plaintiff, or relieves the refusal of the defendant to receive the deed, from the character of a default on his part. It is true, that where such a question exists, it is not only consistent with good faith, but is required by reasonable prudence, to have the question settled; but when it is settled against the- purchaser, he must take the consequences of having broken his contract This affords a practical rule, and the only one, it seems to me. which can be laid down. For how doubtful, in point of law, must a title be, to relieve the purchaser from paying interest; and in whose-apprehension must the doubt exist. Is it enough that the purchaser has acted in good faith, upon the advice of counsel? If not,, then after all, he takes the risk of satisfying the court of something; and 1 think it better to say, at once, he must satisfy the court the-complainant’s title is one which he ought not to be compelled to take. If he fails in this, he has been in the wrong, and should make-compensation for the injury done to the vendor, by withholding the purchase-money; that wrong is none the less real, because his intentions were fair. Any other rule would refer the whole matter to the discretion of the-court, and to its apprehension of the degree-of doubt which in each case should relieve the purchaser from paying interest. I prefer a known and fixed rule, which is not inequitable, to such exercise of discretion. It is, no-doubt trae, that whilst a material objection turtle title remains to be cleared up, the purchaser may refuse to go into possession, and he will not be charged with interest on the purchase-money. 2 Sugd. Vend. 797. But I understand this to be some actual objection, not merely a doubtful point of law. Mr. Sug-den refers only to Horniblow v. Shirley, 13 Ves. 81, 2 Swanst. 223, which was a ease of actual incumbrance on a part of the land. In the ease at bar, the defendant has profited by the breach of his contract; for he has had the use of the purchase-money, a circumstance which, in many cases, has a controlling weight. 2 Sugd. Vend. 704. And though I do not consider that the appreciation in value of the land, any more than its depreciation, could change the rights of the parties, yet it is satisfactory to know that the defendant has, in fact, gained largely by the delay.

On the whole, my conclusion is, that the defendant must be required to pay interest from the expiration of twenty days after the sale.