The plaintiff below contracted to buy of defendant and the
defendant agreed to sell to plaintiff, for a valuable
consideration, several pieces or parcels of land. In pursuance of
said contract, a deed was made by the defendant to the plaintiff
wherein and whereby, by mistake and inadvertence in describing the
property conveyed, there was omitted therefrom an important part of
the property contracted to be sold. The purchase price was a round
sum for all the tracts, and was paid.
Held that a case for
a reformation of the deed was clearly made out unless, indeed, the
defendant should be able to show some good reason why such admitted
or established facts are not entitled to their apparent weight.
In equitable remedies given for fraud, accident or mistake, it
is the facts as found that give the right to relief, and as it is
often difficult to say upon admitted facts whether the error which
is complained of was occasioned by intentional fraud or by mere
inadvertence or mistake, the appellant in this case has no reason
to complain of the language of the court below in attributing his
misconduct to mistake or inadvertence rather than to intentional
fraud, and he cannot raise such an objection for the first time in
this court.
When, in the trial of a case, no objection is made to the
admission of evidence and its relevancy to the pleadings, it is too
late to raise those questions in this court.
The record discloses that the Crescent Mining Company filed its
complaint against the Wasatch Mining Company in the District Court
of the third Judicial District of Utah Territory; that an answer
denying the allegations of the complaint was duly filed; that
evidence was taken on behalf of the respective parties; that the
action was tried by the court sitting without a jury, and that the
court made the following findings of fact:
"In July, 1886, said plaintiff contracted to buy of defendant,
and defendant agreed to sell to plaintiff, for a valuable
consideration, the following-described mining property and
premises,
Page 148 U. S. 294
situated in Uintah Mining District, Summit County, Utah
Territory, bounded, with magnetic variation at 17 deg. and 20 min.
east, as follows, to-wit:"
"Beginning at corner No. 1 of the Walker & Walker Extension
mine, and running thence N., 44 deg. 35 min. west, 220 feet, to
corner No. 2 of said mine, from which U.S. mineral monument No. 4
bears south, 46 deg. 10 min. west at a distance of 158 feet; thence
south, 21 deg. 15 min. west, 196 feet, to corner No. 3; thence
south, 68 deg. 5 min. west, 2,804 feet, to corner No. 4; thence
south, 44 deg. 35 min. east, 216 feet, to corner No. 5; thence
north, 68 deg. 5 min. east, 1,410 feet, to corner No. 3 of the
Buckeye mine; thence south, 44 deg. 35 min. east. along the
southerly end line of said Buckeye mine, 130 feet, to corner No. 4
thereof; thence north, 68 deg. 5 min. east, 1,400 feet, to corner
No. 1 of said last mentioned mine; thence north, 44 deg. 35 min.
west, 130 feet, to corner No. 2 of said Buckeye mine, the same
being also corner No. 6 of said Walker & Walker Extension mine;
thence north, 21 deg. 15 min. east, 190 feet, to the place of
beginning, together with all dips, spurs, and angles, and also all
metals, ores, gold and silver bearing quartz, rock, and earth
therein, and all the rights, privileges, and franchises thereto
incident, appendant, or appurtenant, or therewith usually had and
enjoyed, and all the estate, rights, title, interest, and property,
possession, claim, and demand of said party defendant in or to the
same."
"2. In pursuance of said contract, a deed was made by defendant
to plaintiff bearing date September 1, 1886, wherein and whereby,
by mistake and inadvertence in describing the property so
contracted for and to be deeded, there was omitted therefrom so
much of said property and premises as had been patented by the
United States to James Lowe and others as part of lot 42, called
the 'Pinyon & Pinyon Extension Mining Claim.'"
"3. That in making said contract and said deed, it was the
intention of parties plaintiff and defendant to include the
premises and property omitted as last aforesaid, and the purchase
price thereof was paid and secured with that of the property
deeded. "
Page 148 U. S. 295
From the facts so found, the court drew the conclusion that the
plaintiff was entitled to have its deed from defendant so reformed
as to embrace and include in its description of the property to be
conveyed all that which was described in the first finding of
fact.
From this judgment of the district court an appeal was taken to
the supreme court of the territory, and from the judgment of that
court affirming the decree of the district court an appeal was
taken to this Court.
Page 148 U. S. 296
MR. JUSTICE SHIRAS, after stating the facts in the foregoing
language, delivered the opinion of the Court.
This was a suit brought in the District Court of the Territory
of Utah by the Crescent Mining Company against the Wasatch Mining
Company for the reformation of a deed made by the latter to the
former so as to make it embrace and include a certain piece or
parcel of land claimed to have been wrongfully omitted from the
deed.
Under the act entitled "An act concerning the practice in
territorial courts, and appeals therefrom," approved April 7, 1874,
18 Stat. 27, if the findings of the district court are sustained by
the supreme court, such findings furnish a
Page 148 U. S. 297
sufficient statement of the facts for the purposes of an appeal
to this Court, and our inquiry is whether, upon such facts, the
judgment appealed from was right.
Stringfellow v. Cain,
99 U. S. 610.
If the plaintiff below contracted to buy of defendant, and the
defendant agreed to sell to plaintiff, for a valuable
consideration, several pieces or parcels of land, and if, in
pursuance of said contract, a deed was made by the defendant to the
plaintiff, "wherein and whereby, by mistake and inadvertence in
describing" the property conveyed, there was omitted therefrom an
important part of the property contracted to be sold, and if the
purchase price, being a round sum for all the tracts, has been
paid, a case for a reformation of the deed was clearly made out
unless indeed the defendant should be able to show some good reason
why such admitted or established facts are not entitled to their
apparent weight.
In the effort to do so, the appellant points to what he contends
is a fatal variance between the allegations of the bill of
complaint and the findings of fact on which the court below based
its judgment. The bill, as he reads it, is restricted to the case
of an alleged fraud and conspiracy between the defendant company
and one E. P. Ferry, a director and representative of the Crescent
Mining Company, whereby the defendant company delivered, and Ferry
accepted, with a view to cheat and defraud the plaintiff company, a
deed not conforming with the contract, but omitting an important
part of the land sold, and as the court finds in terms that the
omission was by "mistake and inadvertence in describing the
property so contracted for and to be deeded," the contention is
that the case is within the scope of well settled cases which hold
that no decree can be made in favor of a complainant on grounds not
stated in his bill.
If this objection is well taken, the complainant was in fault in
another very important particular. He omitted to make Ferry a
party.
But we think this omission to make Ferry a party really shows
that the complainant was not proceeding on a case of fraud and
conspiracy between the defendant company and
Page 148 U. S. 298
Ferry, as the principal ground for relief. The allegations
respecting Ferry were to show reasons why the deed was accepted by
the plaintiff company, and how the delay to institute proceedings
was accounted for. The word "fraud," as a term in legal proceedings
generally, is rather a legal conclusion than an independent
fact.
In equitable remedies given for fraud, accident, or mistake, it
is the facts as found that give the right to relief, and it is
often difficult to say upon admitted facts whether the error which
is complained of was occasioned by intentional fraud or by mere
inadvertence or mistake. Indeed, upon the very same state of facts,
an intelligent man, acting deliberately, might well be regarded as
guilty of fraud and an ignorant and inexperienced person might be
entitled to a more charitable view. Yet the injury to the
complainant would be the same in either case.
The substantial meaning of the cases cited by the appellant is
that the matters alleged in the bill as injurious to the
complainant must be those proved on the trial and relied on by the
court in awarding relief, and we think that the appellant has no
reason to complain of the language of the court below in
attributing the appellant's misconduct to mistake and inadvertence,
rather than to intentional fraud.
The appellant was too late in making this objection, even if it
had been well founded. No such objection was taken in the district
court, when there would have been an opportunity for the plaintiff
to amend his complaint, and such an objection was out of place and
time when urged as a ground of appeal in this Court.
Another assignment of error asks us to reverse the court below
because the complaint does not state a case entitling the plaintiff
to any relief. The claim is that, by the terms of the contract
between the parties as set forth in the complaint and shown in
evidence, the plaintiff was not entitled to a deed at the time of
bringing the action; that the conditions upon which the deed was to
be delivered had not yet been performed.
Such a contention seems quite inconsistent with the
allegations
Page 148 U. S. 299
of the answer of the defendant in the court below averring the
delivery of a proper deed by the defendant to the plaintiff and
with the finding of the court that a deed had passed, and the
payment of a portion of the purchase money, and the security of the
rest by a mortgage upon the property so conveyed.
The argument, however, discloses that the plaintiff seeks to
overturn the decree below because the agreement which was set up in
the complaint, and which recited the execution of the deed, does
show that the deed was not to be delivered until a certain
controversy pending between the defendant, the Wasatch Mining
Company, and third parties, and affecting the title to the lands in
dispute, should have been determined in favor of the Wasatch Mining
Company, when the entire purchase money should be paid, and because
it appears from the complaint that said suit was not yet
determined, nor said purchase money paid at the time this action
was commended.
The proceedings in the district court and the findings show that
without awaiting the determination of the outstanding controversy,
the deed in question was delivered and accepted, and the unpaid
portion of the purchase money, instead of being paid in cash, was
secured to be paid by a mortgage given by the Crescent Mining
Company to the Wasatch Company.
This was plainly a fulfillment of the contract in a modified
form, agreed to by both the parties, and the assignment of error
resolves itself into a contention that the bill of complaint did
not in terms allege the modification of the agreement in the
particulars mentioned, and did not aver a waiver of the condition
that the deed was not to be delivered until the pending suit with
third parties should be determined, and that therefore the case
made and found was different from the one alleged.
The same answer is applicable to this objection that was made to
the one first considered. It came too late. In the district court,
the defendant did not demur to the complaint as asking a form of
relief inconsistent with the terms of the contract alleged, but by
an answer and cross-bill brought all
Page 148 U. S. 300
the facts before the court; nor did the defendant object to
plaintiff's evidence as exhibiting a different case from that
asserted in the bill.
The supreme court of the territory rightfully held that the
defendant should have raised the question in the trial court, where
ample power exists to correct and amend the pleadings, and not
having done so, but having gone to trial on the merits, the
defendant was precluded from assigning error for matters so
waived.
The doctrine on this subject is well expressed in the case of
Tyng v. Commercial Warehouse Co., 58 N.Y. 313:
"No question appears to have been made during the trial in
respect to the production of evidence founded on any notion of
variance or insufficiency of allegation on the part of the
plaintiff. Had any such objection been made, it might have been
obviated by amendment in some form or upon some terms under the
ample powers of amendment conferred by the Code of Procedure. It
would therefore be highly unjust, as well as unsupported by
authority, to shut out from consideration the case, as proved, by
reason of defects in the statements of the complainant. Indeed, it
is difficult to conceive of a case in which, after a trial and
decision of the controversy, as appearing on the proofs, when no
question has been made during the trial in respect to their
relevancy under the pleadings, it would be the duty of a court, or
within its rightful authority, of deprive the party of his recovery
on the ground of incompleteness or imperfection of the
pleadings."
No injustice is done the appellant by thus disposing of this
objection, because the facts conclusively show that the written
contract between the parties was not annulled or a new one
substituted, but that it was substantially executed; the defendant
simply accepting other conditions than those stipulated in its
favor and delivering a deed as averred in the complaint.
Upon the facts as found, we are satisfied that the court below
committed no error in its decree, and it is accordingly
Affirmed.
