Shaeffer v. Blair
This was a suit in equity by John I. Blair against Samuel C. Shaeffer for specific performance of a contract. There was a decree for plaintiff in the court below, (33 Fed. Rep. 218,) and defendant appeals. Reversed.

Statement by Mr. Justice GRAY:

This was a bill in equity, filed December 8, 1885, by John I. Blair, a citizen of New Jersey, against Samuel C. Shaeffer, a citizen of Ohio, and other persons, citizens of other states, claiming under him, setting forth a contract in writing between the plaintiff and Shaeffer, dated February 4, 1884, (which is copied in the margin,)  and praying that Shaeffer might be ordered to convey to the plaintiff the lands described in that contract, and that it be adjudged that the defendants had no title or interest therein, and for further relief.

At the hearing in the circuit court, upon pleadings and proofs, the case appeared to be in substance as follows: In February, 1884, Shaeffer obtained and received from the plaintiff sums of money amounting to $92,882.70, upon fraudulent representations that they were needed to pay for the lands described in the contract; and, within a month after its date, procured conveyances of those lands to himself, by paying therefor sums amounting to $59,789.30 only, and paid $500 for taxes and other necessary expenses, leaving the sum of $32,593.40 due to the plaintiff; and afterwards refused, on demand, to convey the lands to the plaintiff.

The three tracts of land described in the contract contained respectively about 36 1/2 acres, about 138 acres, and 69 acres, near Kansas City, in the state of Missouri, and were worth more at the time of the contract than the sums paid by the plaintiff, and greatly increased in value afterwards.

In an action at law against Shaeffer, submitted to the circuit court without a jury at the same time with the present suit in equity, the plaintiff recovered judgment for the aforesaid sum of $32,593.40. Upon that judgment no writ of error was sued out.

In the present suit the circuit court held that the contract sued on created no partnership between the plaintiff and Shaeffer, and conferred on Shaeffer only the right of an agent to sell, with a share in the profits by way of compensation; and that Shaeffer, by his fraudulent conduct, had forfeited all his rights under the contract, including not only the 5 per cent. commission on sales, but the share of 40 per cent. in the net profits remaining after payment of the sums advanced by the plaintiff; and entered a decree for the plaintiff as prayed for. 33 Fed. Rep. 218. From this decree Shaeffer appealed to this court.

Richard A. Harrison and C. D. Martin, for appellant.

Chas. O. Tichenor, for appellee.

[Argument of Counsel from pages 252-255 intentionally omitted]

Mr. Justice GRAY, after stating the case, delivered the opinion of the court. 

Notes

And whereas, by another agreement made by said Shaeffer with Marion West, of Jackson county, Missouri, dated July 24, 1882, and October 21, 1882, whereby said Marion West sold the interests of Frank West, Thomas West and Joseph C. West, minor heirs of Thomas West, deceased, and known as 'lots 5, 6, and 8 of the partition of the estate of said Thomas West, deceased, by the circuit court of Jackson county, Missouri, on October 18, 1880,' for which said land, by said contract, said Shaeffer was to pay the sum of $44,559; $10,000 to be paid cash upon the delivery of deed, and the remainder, $34,559, to wit, $17,279.50 on or before February 8, 1885, and $17,279.50 on or before February 1, 1886, bearing eight per cent. interest from February 1, 1883, and secured by mortgage on said premises. The said John I. Blair has given to said Shaeffer a check, signed by the president of the Belvidere National Bank of New Jersey, on the National Park Bank of New York city, for $10,000, to enable said Shaffer to pay that much on account of said lands, and for prudential reasons to obtain a deed for the same in his own name. The said Blair is to pay the

balance of the purchase money at maturity, amounting to $34,559, given by said Shaeffer, and secured by mortgage.

This makes at this time the cash payments on the above two contracts, $21,882 and $10,000, making $31,882, which is to bear eight per cent. interest until paid out of the sales of the land aforesaid, the interest to be added to the principal yearly, and bear eight per cent. interest until paid.

Within four months after said Shaeffer shall have obtained the title to said lands, or sooner, if desired by said Blair, said Shaeffer to make a warranty deed to said Blair for said lands.

Now, it is further agreed that, for the mutual interest of said Blair and Shaeffer, it may be deemed advisable to obtain certain releases for pretended claims made by the Anthony heirs to said property, the sum for said purpose to be mutually agreed upon, which sum said Blair agrees to furnish to said Shaeffer, upon telegraphic notice, to aid him in securing said releases; and said Shaeffer afterwards to deed by release deed said lands to said Blair. Said money to bear same rate of interest, and governed by same conditions, as hereinbefore stipulated; the same to be indorsed on this contract, or other written evidences given that said Blair paid the money.

It is deemed for the mutual interest of said Blair and Shaeffer that said Shaeffer purchase the sixty-nine acres of land from John S. West, adjoining the above-described lands, at a price not to exceed $400 per acre, amounting to $27,600, and to obtain a warranty deed therefor. Said John I. Blair has given said Shaeffer the president's check of the Belvidere National Bank of New Jersey on the National Park Bank of New York city for $14,600 as part payment for said sixty-nine acres of land. If said property cannot be purchased for said $27,600, then said $14,600 check to be returned to said Blair unused. Said Blair agrees to assume and pay $13,000 mortgage on said property, which said Shaeffer will give to said West, payable in one or two years, and bearing eight per cent. interest, in case said purchase can be made; said Shaeffer, within four months after obtaining title to said land, to deed same to said Blair. All the money paid and furnished and assumed, to pay for said land, by said Blair, to bear eight per cent. interest, and be added to the principal each year until paid.

All moneys necessary to stake off lots, grade streets, advertising, office furniture, fixtures rents, stationery, taxes, and such other expenses as may become necessary for the improvements and sale of said property, as may be mutually agreed upon from time to time by said Blair and Shaeffer, shall be furnished by said Blair.

Said Shaeffer is to deduct and receive five per cent. commission upon gross sales of all lots sold at the agreed price or over, made by said Blair and Shaeffer; and the remainder to be deposited in some bank in Kansas City that may be mutually agreed upon, to the credit of said John I. Blair, until

all the money he has paid or advanced, with interest as aforesaid, shall have been returned to him. At the end of each month said Shaeffer is to report the amount to the credit of said Blair, the same to be subject to said Blair's draft on account of the money advanced or paid for the property and otherwise as aforesaid.

All contracts for the sale of said land or lots to be made in triplicate, and approved by said John I. Blair, or some one appointed by him; on the back of said contracts the word 'Approved,' or 'Rejected' to be written, and signed by said John I. Blair, as aforesaid; one copy of said contract to be retained by said Shaeffer, and one by the purchaser. It shall be specified on the face of said contracts that they shall not be valid unless approved as specified; and all contracts to be made payable to said John I. Blair.

When said Blair shall have been paid in cash for all the money advanced and furnished by him for the purchase of said lands, and other moneys, and the interest thereon, as specified, then the remainder of the property shall belong, sixty per cent. to said Blair and forty per cent. to said Shaeffer; and then said Shaeffer shall not be required to deposit in the aforesaid bank, as aforesaid specified, to the credit of said Blair, more than sixty per cent. of the net proceeds of sales of said lands or lots.

If it is at this time desirable to divide said lots or land between said Blair and Shaeffer, said Blair to take sixty per cent., and said Blair to convey the title to forty per cent. of said property or lots by warranty deed to Shaeffer; or said Shaeffer to sell the lots or lands as aforesaid, and divide the net proceeds of sale, sixty per cent. to said Blair and forty per cent. to said Shaeffer.

It is understood that said property, or any portion thereof, to be staked out and prepared for sale within one year by said Shaeffer or assigns, after the Kansas City Belt Railway shall have been completed to said property, unless otherwise postponed in writing by said Blair and Shaeffer.

In witness whereof the parties hereto have hereunto set their hands and seals on this the 4th day of February, 1884, at Kansas City, Missouri.

Samuel C. Shaeffer. [Seal.]

John I. Blair. [Seal.]
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