Clark v. Langworthy , 3 Iowa 563 ( 1856 )

Woodward, J.

Whether the decree of the court below can be sustained, we think must alone depend upon the construction to be given to the written agreement. The complainant claims, that the proviso therein contained, relates alone to the time of payment, and that the true meaning of the language used, is that he bought the lot, and was to have credit for the purchase money, until the act of Congress passed; and that if the act did not pass at that session, he was to pay at all events on the adjournment, and was then entitled to a deed. On the other hand, the respondent claims, that the proviso refers to the contract of sale in its effect, making the agreement to mean, that if the act did not pass at that session, the contract was at an end. And while we have had some difficulty in arriving at a satisfactory conclusion, in construing the instrument, we have finally determined that the proper construction is that claimed by respondent. It appears to us, that the view taken by complainant, would give the proviso little or no meaning, and would take away all force justly due to the reference made to the passage of the act. This construction would make that event of no consequence in the contract, leaving it, (the contract,) to mean simply, that the complainant was to have until the end of next session to make payment. It is true, that the form of the contract is that of a sale from respondent to complainant of. these premises sought to be recovered. But granting this, let us apply a test to aid us in the construction. No act having passed, could respondent compel a performance against complainant? We think clearly not, and that complainant might well answer, to a suit brought for the purchase money, that he agreed and undertook to pay at the time of the passage of the act, provided one did pass, confirming the title; and that as none was enacted within the time limited, he was, therefore, no longer bound. But we ask, again, is the reference to the act of Congress of no meaning in the negotiation, or has it some force? We may be aided in further answering this question, by a brief reference to the circumstances preceding the making of the written agreement, as detailed in complainant’s bill. It appears that respondent obtained title from the city of Dubuque, and then, when the parties met, it was ascertained that he could not make a warranty deed, as had been previously agreed upon by their verbal contract. Respondent on discovering this, desired complainant to accept the same kind of a deed as he had from the city, but this complainant refused; and they, therefore, made the written contract. Under such circumstances, how can it be claimed that the passage of the act was of no consequence, or that it was referred to as a mere indifferent event ? Respondent was unwilling to warrant the title, as it then stood, and complainant was unwilling to take it without. There was evidently doubt as.to the title, and it was deemed important to have it confirmed by the action of Congress. Did not complainant, therefore, buy upon the condition of such confirmation ? And why did respondent refuse to give a warranty deed, as the title then stood, and at the same time undertake to thus convey, though no confirming act should be passed, and though the title might be of the same character, and no better than it then was ? It would certainly seem inconsistent to suppose that respondent would agree to make a warranty title, when it is shown that he had not, and that he knew he had not, such an one, and especially so, when we superadd the fiict, that both parties acted upon the supposition that the Congressional act of confirmation, was necessary to perfect his title. But, on the contrary, it does seem to be consistent to say, that the very character of the title, as it then stood, was a strong reason why the per; formance of the contract on the part of the respondent, was made dependent upon the passage of the act ?

We conclude, therefore, that the passage of the act was not an indifferent event in this contract, and that it was updn the condition that this act was passed, within the time designated, that respondent was bound to convey the lot. We are also of the opinion, that this contract could not be enforced against complainant, and that, therefore, he cannot enforce it against respondent.

The charge in this bill, that respondent interposed to prevent the passage of the act of Congress, is denied in the answer, and is unsustained, except by the testimony of one witness. W'e need hardly say, that this part of the bill is hot legally supported. The denial in the anshrer cannot be overcome by the testimony of a single witness.

Decree reversed.