Brown v. Pitcairn , 148 Pa. 387 ( 1892 )

Opinion by

Mr. Justice Stebbett,

In drawing the conclusions on which this decree is based, the learned master and court below appear to have attached little, if any, importance to principles of equity, which ought to have controlling effect in eases like this, viz.: He who comes into equity must do so with clean hands, or, as otherwise expressed, “He that hath committed iniquity shall not have equity : ” 1 Pomeroy’s Equity Jur. 434-443 ; Bispham’s Equity, 60-62. Specific performance is of grace, and not of right: Pennock v. Freeman, 1 Watts, 409; Henderson v. Hays, 2 Watts, 148; Orne v. Kittanning Coal Co., 114 Pa. 172; Datz v. Phillips, 26 W. N. 512.

It necessarily follows, from these and other cardinal principles, that one who asks specific performance of a contract, in the procurement of which he has practiced deceit, is always an unwelcome suitor in a court of equity.

The circumstances, leading up to the execution of the contract in question, are so fully set forth in the master’s report, that brief reference to some of the more salient points will be sufficient.

After referring to the fact that Brown testified he sent Byers to the office of Glenn & Son, defendant’s agents for sale of the property, to make inquiry in regard thereto; also, to what was suggested by Byers as to Brown’s intention to improve the lot by erecting thereon four side-yard houses, etc., and the discrepancy between the testimony of Brown and that of Byers, as to what occurred prior to execution of the contract, the learned master says : “ Brown certainly wanted this place for that single purpose, and that was the purpose he had in view when he commenced negotiations looking to the ultimate purchase of this lot.” That purpose, as stated by the master, in same connection, was as a location for a blacksmith shop.

Again, after referring to Brown’s assertion that he never told Glenn & Son what he wanted the lot for, the master says: “ But all the evidence given by plaintiff shows dwelling-houses were discussed, and sketches made to show how such dwellings could be built on the lot, either to utilize all of it, or make it pay, or command a larger price,” etc., and then concludes thus: “ There certainly must have been a prearranged understanding between Brown and his friend Byers about the Baldwin story; they both made use of it at different times ; they knew it was untrue, and they certainly had some object in view. That object was to deceive Glenn; and Brown, being a blacksmith, would, by his appearance, give color to the statement, and induce Glenn not to inquire further into his business.”

This finding of fact, that falsehood and deceit were resorted to by the plaintiff and his go-between, for the purpose of misleading defendants’ agents, and thus procuring the contract of sale, is fully warranted by the evidence.

A few days after the contract was signed, Glenn & Son addressed the following self-explanatory letter to Brown: “ We have been told that you have an intention to use the lot ... . for a blacksmith shop. As you had stated to us that you would build on it four side-yard dwellings, and the sale was made to you with that understanding, you can see our principals would not be willing to convey the property to you for the purpose named, that is, to be used for a blacksmith shop or other objectionable purpose. We trust that our informant has been mistaken, and we will be glad to hear from you in relation to the matter.”

Brown happened to call at Glenn’s office before this letter was mailed, and it was read to him. When charged by the writer of the letter with having deceived him, Brown, instead of denying the accusation said, “ he had bought the lot and had a right to have it, and meant to try and get it anyhow, and that there was no need of bad feeling between them about it.” Further reference to the evidence is unnecessary. It clearly establishes the fact that the contract was procured by deceitful misrepresentations, made by and on behalf of plaintiff, for the purpose of securing the property.

That fact, as we have seen, is substantially found by the master; but, in summing up his findings of fact, it appears to have been omitted, presumably, for the reason that it was not regarded as necessary to a proper disposition of the case. The substance of his third, fifth and sixth findings is that, at the time the agreement was signed no promises were made or agreement entered into between Brown and those who represented the defendant; that Brown did not then or at any time “ make any promises to, or enter into any agreements with, Robert Glenn or any other person as to what he would erect on the property he proposed to buy.”

These findings are not inconsistent with the fact that plaintiff and his friend Byers practiced falsehood and deceit in procuring the contract, as above stated. If the defence had been grounded solely on reformation of the contract by incorporating therein a building restriction alleged to have been omitted by accident or mistake, etc., the conclusion drawn by the learned master and court below would have been correct; but it is one thing to furnish such proof as will move a chancellor to reform a contract for the sale of land, and quite another to prove such unfairness or deception in its procurement as will induce him to withhold his aid and thus refuse specific performance of the tainted contract.

There is also a marked difference between that degree of unfairness which will induce a chancellor to set aside a contract, and that which will induce him to withhold his aid in enforcing it: Cathcart v. Robinson, 5 Peters, 276. It is there said: “ A defendant may resist a bill for specific performance by showing that, under the circumstances, the plaintiff is not entitled to the relief he asks. Omission or mistake in the agreement, or that it is unconscientious or unreasonable; or that there has been concealment, misrepresentation or any unfairness, are enumerated among the causes which will induce the court to refuse its aid.”

It is well settled that, though a contract is valid at law, equity will not enforce it specifically unless the transaction be free from fraud or surprise. As was said in Orne v. Kittanning Coal Co., supra: “The doors are shut against one who, in his prior conduct in the very subject-matter at issue, has violated good conscience, good faith or fair dealing.” All these were done by the plaintiff in the procurement of the contract which he asked the court below to enforce. He was unworthy of its aid, and his bill should have been dismissed. The decree is also erroneous, in that it includes defendant’s wife, who does not appear to have been a party to the proceeding.

Decree reversed and bill dismissed with costs to be paid by the plaintiff.