Corticelli Silk Co. v. Slosberg , 101 Conn. 44 ( 1924 )

The Superior Court has found that the parties intended to buy and sell the tract of land shown on a blue print of a map, which purported to delineate the boundaries and measurements of a vacant strip of land lying between the plaintiff's mill buildings on the west and the defendants' land on the east, and which appeared on the map to be seventy-five feet wide between parallel side lines.

Under ordinary circumstances such a finding made by the trial court would be well-nigh conclusive. On this record, however, it also appears from the finding that the negotiations were conducted with reference to a vacant tract of land which lay before the eyes of the parties; that the blue print was not produced or referred to, until after the parties had come to an agreement as to the terms of their bargain, and that both parties were mistaken in supposing that the blue print was a correct representation of one of the physical facts with reference to which they had contracted, to wit, the location of the plaintiff's power plant as related to the western boundary line of the tract shown on the blue print. In fact, the power plant had been extended easterly of that line after the map was made, and neither party was aware of the fact that the map was to that extent out of date and misleading. The result was that the westerly line of the tract sold, as it is described in the deed, is so located that it conveys substantially the whole of the plaintiff's power-house to the defendants. It seems quite clear from the subordinate facts found that the parties did not intend to sell or buy any part of the plaintiff's power plant. It is specifically found that the defendants did not at any time think they were buying or acquiring the engine room and boiler house; and that neither the plaintiff nor Mr. Armstrong knew that any part of the plaintiff's engine room or boiler house was upon the land conveyed. From a wider point of view it is impossible, since the finding shows that the plaintiff was actuated by a desire to show a profit on the transaction, to suppose that the plaintiff consciously intended to sell the whole tract and the power plant for no more than the necessary cost of replacing the power plant.

If any further proof were necessary to show that the parties did not intend to buy or sell the plaintiff's power plant, it might be found in the deed itself, which makes no reference to any buildings on the tract conveyed, and also contains a covenant by the grantees not to build or to pile merchandise more than eight feet high within fifteen feet of the westerly line of the property conveyed, "nor in any way to diminish or obstruct the light of the grantor's mill on its adjoining property." Surely, the power plant was a part of the grantor's mill.

Indeed, we do not understand that the trial court imputes to the plaintiff any conscious intent to sell any of the land on which any part of its mill buildings stood, or to the defendants any conscious intent to buy any land covered by the plaintiff's mill buildings. The conclusion of the trial court was evidently based on the fact that after the bargain was made and the parties turned their attention to the business of reducing it to writing, they agreed that the deed should follow the lines and measurements shown on the blue print; and if that fact stood alone, the conclusion would follow. But it also appears from the finding that the agreement to follow the blue print was itself based on the mutual mistake of the parties in supposing that the map correctly represented the relation between the plaintiff's new power plant and the westerly line of the tract which the parties had agreed to buy and sell. That being so, the agreement that the deed should follow the lines of the blue print does not in fact or in law express any new agreement, upon which the minds of the parties met, that the deed should include the power plant. After the deed was drawn the finding shows that the parties still understood that the power-house was not included in the grant.

The plaintiff has caused all the testimony to be printed in support of its motion to correct the finding, and an examination of the testimony reinforces the findings as to the essential fact that the tract bargained for was not intended by either party to include any part of the land occupied by the plaintiff's power plant. Irrespective of any correction of the finding, we are of opinion that the findings of subordinate facts clearly show that the parties did not intend to buy or sell any part of the land covered by the power plant, and that the agreement to follow the lines and measurements on the blue print was itself based upon the mutual mistake of the parties in supposing that the blue print correctly showed the outlines of the vacant tract which was in fact the subject-matter of their bargain. This brings the case within the rule as to mutual mistake laid down in Snelling v. Merritt, 85 Conn. 83, 100,81 A. 1039: "To warrant . . . reformation . . . on the ground of mutual mistake, the mistake must have been common to both parties, and it must appear that . . . both have done what neither intended, and the evidence should be clear, substantial, and convincing as to both those facts." In this instance the findings of subordinate facts show clearly and convincingly that the real agreement of the parties was to buy and sell the vacant land between the plaintiff's mill buildings and the defendants' land, and that in so far as the deed includes the land covered by the plaintiff's power plant, it fails to express the real agreement of the parties. To that extent the record makes out a good case for the reformation of the deed. The description of the westerly line in the deed makes one fact clear, namely, that the parties intended that the westerly line of the tract bargained for should be a straight line. The mutual mistake was in describing that line so that it included the plaintiff's power plant. That mistake should be corrected, and the deed reformed so as to effectuate the real agreement of the parties as disclosed by the finding, by drawing the westerly line of the tract conveyed in a straight line from a point on the northerly boundary line of the tract seventy-five feet distant from the defendant's land to a point on the Shetucket River which will exclude from the tract conveyed the plaintiff's power plant and the overhang of its eaves, and will include all the rest of the vacant tract lying between the defendants' land and the plaintiff's mill buildings. This reformation will result in the deed conveying a tract of land seventy-five feet wide on the north line and about sixty feet wide on the Shetucket River, including all of the vacant land between the plaintiff's mill buildings and the defendants' land which can be included by a straight westerly boundary line.

There is error, the judgment is set aside and the cause remanded with direction to enter judgment reforming the deed in accordance with this opinion.

In this opinion WHEELER, C.J., AND CURTIS, J., concurred.