Schuetz v. Niziolek
Schuetz v. Niziolek
Opinion of the Court
This -is an appeal from a final decree requiring specific performance by the appellants of their part of a written agreement for the purchase and sale of certain real and personal property. At the time of making the contract, the appellants were the owners of a tourist court in St. Johns County, Florida; and the appellee owned a grocery business in Oswego, New York. The contract was, in effect, for an exchange between the parties of these properties. The tourist court was put into the deal at $30,000, and the grocery business, that is, the stock of merchandise and fixtures, at $20,000. The difference of $10,-000 was made up by the assumption' by the appellee of a $5,000 mortgage against the tourist court and a cash payment by appellee to the appellants of $5,000.
In connection with the sale of the stock and fixtures, the appellee agreed to lease to the appellants that part of the building occupied by the grocery business (which building was at that time also owned by appellee) for a period of ten years at a rental of $300 per month, with an optional ten-year extension of the lease at the same rental. The terms of the lease would require the first month of the first year and > the entire last year to be paid in advance; and, in order to relieve the appellants of depositing that amount of cash, the appel-lee agreed to accept a chattel mortgage against the grocery business.
The appellants signed the lease and took over possession of the grocery business on or 'about March 10, 1951, and attempted to operate it until March 31, 1951, or a period of approximately three weeks. At that time the keys were returned tó the agent of the appellee, the store closed, and the appellants returned to Florida. There was some question as to whether or not the tourist court had been technically delivered to the appellee. But, in any event, upon appellants’ returning to Florida, they re-opened the tourist court, reactivated its operation, and as far as they were concerned, called off the deal. Thereupon, this suit for specific performance of their agreement to convey to him the tourist court was instituted by the appellee.
The appellee alleged that he had done all that was required of him by the contract and was ready to accept the tourist court subject to the $5,000 mortgage. The appellants answered, alleging that the appel-lee had misrepresented to' them the stability and volume of the 'business; that the stock and fixtures had not been delivered to them free and clear of all indebtedness, and that the appellee had violated the Bulk Sales Law of the State of New York in the purported conveyance to them of the grocery business; that there were numerous outstanding obligations against the business and that demand had been made on the appellants by creditors of the business for payment; and that, although the ap-pellee had represented to them that said grocery store was a thriving and growing concern 'and enjoyed a large trade and patronage, that as a matter of truth and fact the store was in a run-down condition, had little trade or patronage, was deeply in debt, and the exact opposite of what it •had been represented to be by the appellee.
The appellants also alleged “That immediately upon the execution of the chattel mortgage mentioned in said Complaint the plaintiff [appellee] transferred title to the property in which said grocery store was located to his brother in order to defraud these defendants [appellants] and prevent, them from having any recourse against him for the debts which the plaintiff has failed to pay.”
■The cause was heard by a Special Examiner; and on the basis of the evidence taken by him and the depositions of other witnesses, the 'Chancellor entered his final decree finding the equities to be with the appellee and requiring the appellants to convey to the appellee the tourist court. From such decree, this appeal has been perfected.
There can be no doubt, from the evidence as adduced by the appellants, that the grocery business at the time of delivery was in a badly run-down and neglected
It is further apparent from the record that the entire business had been operated in a loose manner; that the ap-pellee was unable to deliver to the appellants any accurate information as to his creditors or the amounts owed them, and that he did not in fact have or deliver to the appellants the substantial going business which he had represented to them as being worth $20,000. The existence of the indebtedness, the urgent demands of the creditors, the sale of appellee’s real estate, the assignment of the lease and chattel mortgage to appellee’s brother — all these came to the attention of the appellants shortly after they accepted the keys to the store. Being confronted, then, with the ultimate consequences of such default on the part of the appellee, these appellants sought to do what they could as quickly as possible to restore the parties to their original status, and called the deal off. While equity will not relieve a party from a bad bargain, it will not extend its arm to enforce performance of a contract where to do so would be harsh and inequitable under all the circumstances of the case. McCaskill Co. v. Dekle, 88 Fla. 285, 102 So. 252; Scott v. City of Venice, 123 Fla. 772, 167 So. 654. And, from what has been said before, it is clear that the circumstances in the instant case are not such as to justify the intervention of a court of equity.
Although the appellants were not the actors in this litigation, upon being brought into court they immediately invoked equitable principles to aid them in their difficulty. Having sought equity, they must do equity. For that reason we hold that the ends of justice will be best served by requiring the appellants to refund to the appellee the sum of $5,000 received and retained by them from the ■appellee. The appellee is entitled to> a lien against the tourist court 'for the purpose of collecting the same.
Accordingly, the decree of specific performance is reversed and the cause remanded with directions to the Chancellor to enter an appropriate decree requiring
Reversed and remanded with directions.
Reference
- Full Case Name
- SCHUETZ et ux. v. NIZIOLEK
- Cited By
- 2 cases
- Status
- Published