Pacific Rolling Mill Co. v. Riverside & Arlington Railway Co.

Yanclief, C. Action to enforce specific performance of an alleged contract, by which the plaintiffs agreed to sell and the defendant to buy a certain street-railway situate in the city of Riverside, county of San Bernardino, and known as “ Seventh Street and Grandview Railroad.” Judgment for plaintiffs. Defendant appeals from the judgment, and from an order denying a new trial.

At the time the agreement is alleged to have been made, the plaintiffs did not have the legal title to the road they offered to sell, but held a certificate of purchase at a sheriff’s sale, made under a decree enforcing a lien for the price of materials furnished to construct the road.

The only evidence of the agreement is a written correspondence between the parties by mail, the letters from plaintiffs being dated at San Francisco, and those from defendant at Riverside.

The appellant contends, among other things, that the correspondence does not prove a completed contract of sale.

The first letter of the correspondence is from defendant, dated October 22, 1888, as follows; “Will you sell [629]your Seventh Street road for five thousand dollars on six months’ time, with interest at the rate of eight per cent per annum? Note of undeniable value.”

In answer to this, plaintiffs wrote, November 15,1888: “The Rolling Mill Company would sell the Seventh Street road for six thousand five hundred dollars, on the following terms, namely: Fifteen hundred dollars in cash, and the balance in six months at eight per cent interest, secured by good paper or mortgage on the other road.”

From Defendant to Plaintiffs, November 33, 1888.

“We will pay you for the road and equipments as it-stands, title, etc., to be subject to examination of our attorney, $5,750, one half in six months, and one half in one year, to bear interest at eight per cent per annum; said notes to be secured by a mortgage upon all of our lines, as well as upon the Seventh Street line.”

Plaintiffs to Defendant, November 37, 188-.

“The price you offer is not enough. The time, terms, and security proposed will not be objected to if you will come to the price asked in former letter to you, to wit, $6,500. .... There is another party figuring on the purchase of this railroad, and we hold ourselves at liberty, notwithstanding this offer to you, to sell to the first one who comes to our price. I note that your offer was for the road and equipments. We don’t own the rolling stock or motive power.”