Preble v. Abrahams

California Supreme Court Mar 6, 1891 No. No. 13710Published

Before: Sharpstein

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Holding. The court held that a contract for the sale of land is sufficiently certain for specific performance when parol evidence of the surrounding circumstances and the parties' situation identifies the subject matter, even if the written description is initially ambiguous.

Issues

Whether a contract for the sale of land is void for uncertainty if the description of the property is not fully defined on the face of the instrument.
Whether parol evidence is admissible to identify the subject matter of a real estate contract and clarify the parties' intent.

Disposition. affirmed

Quotations verified verbatim against the opinion

“We think the evidence makes the subject-matter sufficiently certain, and that is all that is necessary.”

Synopsis

Vendor and Purchaser — Contract of Sale-—Obligation of Purchaser •— Reformation. —An agreement signed both by the vendors and by the purchaser, in which the vendors agree to sell to the purchaser a certain tract of land at a certain price per acre, and upon payment of the price to make, execute, acknowledge, and deliver to the purchaser a good and sufficient deed, vesting the title of the property in him, obligates the purchaser as strongly to buy and to pay the price specified as it does the vendors to sell for that psiee, and needs no reformation to insert an express agreement by the purchaser to purchase the property, which is alleged to have been omitted by mistake.

Id.—Description of Land — Statute of Frauds — Contemporaneous Sale. — A contract to sell “forty acres of the eighty-acre tract at Biggs ” is sufficiently certain to satisfy the statute of frauds, where it appears from the evidence that the vendors at the date of the contract sold the western half of the tract to another purchaser by a contemporaneous agreement clearly specifying the part sold, leaving only the eastern half of the tract as the subject-matter of the sale in controversy.

Id. — Parol Evidence — Identification of Subject-matter. — Parol evidence is always admissible to explain the surrounding circumstances, and the situation and relations of the parties at and immediately before the execution of the contract, in order to connect the description with the thing intended, and thereby to identify the subject-matter, and to explain all technical terms and phrases used in a special or local sense.

Id. — Certainty of Description — Maxim. — The description need not be absolutely certain, either from the writing itself or by reference to some other writing; but it is sufficient if the subject-matter is identified, and the terms appear reasonably certain, when the court is placed by parol evidence in the situation of the parties, in consonance with the maxim, Cerium eat quod cerium reddi potest.

Id. —Good and Sufficient Deed — Encumbrances. —Where the vendors contract to deliver a good and sufficient deed vesting the title in the purchaser, the purchaser is not compelled to accept or pay for a conveyance which does not vest in him the fee free of all encumbrances.

Sharpstein, J. The plaintiffs, in their complaint, allege that on the thirteenth day of January, 1888, they and the defendant entered into an agreement, of which the following is a copy:—

“Biggs, January 13, 1888.

“ This agreement made and entered into by C. S. Preble and C. S. Young, of Reno, Nevada, and A. Abrahams, of the same place; said Preble & Young agree to sell to A. Abrahams, of Reno, for $125 per acre, for forty acres of the eighty-acre tract at Biggs, and upon •the payment of the said sum said parties of the first part shall make, execute, and acknowledge, and deliver unto the party of the second part, a good and sufficient deed, vesting the title of said property in party of second part.

“Preble & Young.

“A. Abrahams.

“ Witness: M. Biggs, Jr.”

Plaintiffs further allege that when said agreement was written it was understood between all the parties thereto that the same should contain a clause obliging said defendant to buy said land at said price of $125 per acre, and the omission of such a clause therefrom was wholly accidental and unintentional; that between the words “said Preble & Young agree to sell to Abrahams, of Reno,” and the words “ for $125 per acre, for forty acres of the eighty-acre tract at Biggs,” in said contract, there should have been inserted the words “ and said Abrahams agrees to purchase ”; that the omission was the result of a mutual mistake, etc. Plaintiffs further allege that they have kept and performed all the terms, covenants, and conditions on their part to be performed, and that defendant refuses to keep or perform any of the terms, covenants, or conditions of said contract on his part, and refuses to purchase said land, or pay plaintiffs therefor; wherefore plaintiffs pray to have said contract reformed so as to make it obligatory upon defendant to purchase said land at the price agreed upon, and that as [249]so reformed, it be construed and enforced. In his answer, the defendant denies all the material allegations of the complaint, except the making of the memorandum in writing, a copy of which is contained in the complaint. Evidence was introduced by the plaintiffs, tending to prove the alleged mistake in the memorandum in writing of the agreement between the parties, and by the defendant, tending to prove that there was no mistake. Upon all the material issues the court found in favor of the plaintiffs, and decreed the reformation of the contract and a specific performance of it, as prayed in the complaint. Defendant moved for a new trial upon a statement. The motion was denied, and from the judgment, and from the order denying the motion for a new trial, defendant appeals.

Preble v. Abrahams

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