Reynolds v. Craft , 1909 Pa. Super. LEXIS 89 ( 1909 )

Opinion by

Head, J.,

To the bill of the plaintiff in this case the defendant filed a general demurrer. The learned court below sustained the demurrer and dismissed the bill. The bill contained two specific prayers: (a) that a written contract, admittedly signed and sealed by the plaintiff, be radically reformed; (b) for a decree enforcing the specific performance of the contract after being thus reformed.

It is doubtless true that where a plaintiff comes into court seeking to enforce the performance of a contract that is oppressive and unconscionable, a chancellor may withhold his aid even where the proof of the defendant shows little more than “improvidence, surprise or even mere hardship:” Lynch’s Appeal, 97 Pa. 349. In such cases a court of equity may properly adhere to the ancient maxim that a decree is of grace, not of right. But where one seeks the active interposition of a court to reform a contract reduced to writing and signed and sealed by the parties, a very different principle controls. It is clearly stated in Bierman v. Lebanon Valley College, 20 Pa. Superior Ct. 133, in the following language by Rice, P. J., thus: “To reform a contract, and then enforce it in its new shape, calls for a much greater exercise of the power of a chancellor than simply to set the transaction aside. Reformation is a much more delicate remedy than rescission.”

It is a fair presumption that a plaintiff, who files a bill, states his case as favorably for himself as the facts will warrant. Keeping in view the principle above noted and this presumption, a brief examination of the bill will demonstrate, we think, that the learned court below committed no error.

The bill does not aver an actual parol sale of the land which both of the parties then regarded as a completed transaction; but rather a preliminary negotiation in which the parties not only contemplated but expressly provided for a formal, written contract of sale, upon the execution of which, the bulk of the purchase money was to be paid. We do not overlook the fact that the bill declares that “On October 25, 1904, a final bargain was made between your orator and the defendant and ten dollars was paid to close the deal.” But the entire bill and the transaction therein described show plainly enough that the bargain of October 25 was not final, but was to be supplemented by a written contract. This written contract which was, and was intended to be, final, which bound the parties and fixes their rights — unless it be reformed as prayed for — was signed about twenty days later.

Even if we concede that the bill fairly and clearly averred a parol sale it was a sale forbidden by the statute. No substantial part of the purchase money was paid at the time or in pursuance of the alleged sale; it was paid, as it was agreed to be, at the time of the execution of the written contract and in exact accordance with its terms. Possession is alleged to have been taken under the parol arrangement, but the only averment as to improvements is that plaintiff “commenced to make valuable improvements.” Such vague and general averments fall far short, in our judgment, of disclosing a parol sale that could, without disregarding well-established principles, be considered an exception to the general rule laid down in the statute.

But the bill itself reveals an even more serious obstacle in the way of the plaintiff. She complains that in the contract she signed and upon which she paid her money, there was a reservation in favor of the grantor of certain mineral rights in the land, whereas she understood and expected that she was to take the entire estate in fee. She does not deny that the contract when and as she signed it contained the reservation; she does not allege that this was the result of a mistake of the parties or the scrivener; she does not assert that by reason of any fraud or deception on the part of the defendant her eyes were blinded as to the fact that the reservation was there, nor that by such means she was misled as to the effect and significance the law would attach to it. She was not then bound to take any estate less than the fee, if that was her understanding of the preliminary arrangement. She had only invested, up to that time, $10.00, which she could have recovered if the defendant had obtained it on the promise to sell more than he was afterwards willing to convey. Having thus perfect freedom of will and action; with her money still in her possession and under her control; under no legal obligation to contract if she was not getting what she wished to buy; knowing of the reservation and having, as the bill avers, “protested against any reservation of that kind, or any other being made,” she voluntarily signed the contract, paid over to the defendant $2,790 of the purchase money, retained the possession of the property for a year and then made the final payment of $100 called for by the contract she had signed.

By ber bill she asked the learned court below to reform and remake this contract, by striking out the entire reservation, bec'ause, as she alleges, the defendant gave her an untruthful reason for his determination to retain the mineral right. He was not required to give any. We may concede the universality of the moral obligation to speak the truth or remain silent. But there are many breaches of this obligation which courts can neither prevent nor remedy. Nor is this foundation for the bill broadened or strengthened by the averment that the plaintiff, when she signed the contract, was suffering from illness and, by reason of it, “unable to fully realize and understand the terms and conditions of the written contract,” because she does not disclose what her understanding of the paper then was, nor does she aver that it was then different from what it is now.

Without attempting any further elaboration of our views or any citation of authorities to support a conclusion that seems to us to need none, we deem it sufficient to say that we are all of the opinion this record discloses no reversible error and that the bill was properly dismissed.

Decree affirmed.