ATKIN
v.
BAIER ET AL.
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
District court denied specific performance of two contracts for land division and sale, holding that the contracts were agreements of agency to share profits rather than binding sales contracts with enforceable obligations on the complainant.
Specific performance is not available for contracts that impose no binding obligation on the complainant to perform, as these contracts were merely profit-sharing agency agreements rather than enforceable sales contracts.
[1] Specific performance of a contract is a matter of judicial discretion and will not be granted where the contract imposes no binding obligation on the party seeking enforc…
Previewing 1 of 1 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“The legal effect of the contracts is the same. That legal effect, when the contracts receive a proper construction, is, not a contract of sale of any interest in the lands described, but a contract of agency, in which the parties are to divide profits which might accrue upon a survey and subdivision and sale of the lands, with no obligation assumed by the complainant to survey and subdivide and sell the lands.”
Court's analysis of the true nature and legal effect of the two contracts at issue.
A Canadian complainant entered into two contracts in March 1922 with Anna T. Welch and I. W. Weishuhn, owners of land in Palm Beach County, to divide …
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Contract Construction cases and more on FLexlaw
This suit was brought by the complainant, a Canadian by birth and allegiance, against the defendants, citizens of Florida, resident in this district, for the specific performance of two certain contracts, entered into by the assignors of defendants with the complainant. - Anna T._ Welch was the owner of a one-half interest in certain lands in Palm Beach county, and I. W. Weishuhn was the owner of the other half. On March 17, 1922, Anna.T. Welch, joined by her husband, entered into the contract, Exhibit I to the bill, as to her half of the land, and on March 20,1922,1. W Weishuhn entered into the contract, Exhibit 2 to the bill, as to his half.
The bill alleges that on June 17, 1922, the Welches and Weishuhn conveyed their interest in the land to one Sadler, and on November 6, 1922, entered into an agreement in regard to the land with Sadler, and on the last-named date by deed conveyed the lands to Sadler; that on March 5, 1924, Sadler assigned to two of the defendants his interest in the lands, and on Máy 12,1924, a deed to said lands was made to the defendants Baier and Bartholomew, pursuant to the agreement of March 5, 1924. On September 23, 1924, Baier and Bartholomew conveyed to Southard and Robinson, the two other defendants, a one-fourth undivided' interest in and to said land to each. The bill of complaint then proceeds to set out certain legal proceedings taken by the Welches and Weishuhn, and the defendants, which prevented the complainants from proceeding sooner to press his claim, one of which proceedings is now pending; the others having been terminated, the latest on October 31, 1924, and the bill of complaint herein was filed November 3, 1924.
The contention in the hill is that Sadler and these defendants each took whatever interest in the lands that he may possess with full knowledge of the rights of the complainant, and stand in the shoes df the parties to the two contracts, and that he is entitled to specific performance of the two contracts. The defendants move to dismiss the bill on various grounds. The first ground, as I understand it, was abandoned upon the making of the amendment allowed at the hearing.
The question to be decided is. Will a court of equity grant a decree of specific performance upon the facts alleged in the bill ? The answer to this question depends upon .the construction of the two contracts sought to be specifically performed. The two contract^ are similar, except that the contract with Weishuhn provides for an increase of the amount which the owner is to receive if the property is not disposed of m one year. The legal -effect of the contracts is the same. That legal effect, when the contracts receive a proper construction, is, not a contract of sale of any interest in the lands described, but a contract of agency, in which the parties are to divide profits which might accrue upon a survey and subdivision and sale of the lands, with no obligation assumed by the complainant to survey and subdivide and sell the lands. I do not desire to be understood to mean that there was no consideration for the contracts, but merely to' point out that complainant could not have been compelled to execute the contracts on his part.
[1] The specific performance of a contract is not, as I understand the law, a matter of right, but is a matter addressed to the sound judicial discretion of the court.
[2] Reaching the conclusion outlined above, in the construction of the two don-tracts, and considering the terms of the instrument, I am of the opinion that the case made by the hill-is not such as will support a decree for specific performance, and, this being the only equity in the bill, the motion to dismiss will therefore be granted.