SAULT ·StE.'M: LAND
language cjted with" approval by the court in Railway 00.. v. 13 Wall. 270. After referring to the above cases in Ex parte SchoUenberger, Chief Justice WAITE, speaking for the court, says: .. Applying these principles to the present case, there cannot be any doubt, as it seems to us, of the jurisdiction of the circuit court Over these defendant companies. They have in express terms, in consideration of a grant of the privilege of doing business within the state, agreed that they rnll.ybe sued there; that is to say, that they may be found there for the purposes of the service otprQC88S issued 'byaDy' of the commonwealth baving jurisdiotion of the SUbject-matter: .This was a condition, imposed by the state. upon the prlvnegegtanted, and it was Dot nnreas-onable. Lafayette 00. v. French, 18 How. 404. It was insisted in argumentthatthe statute confines the right of suit to the courts of the state; but we'cannot sOcoDstrue it. There is nothing to manifest such an In lAfayettelns. 00. \T. French, 18 How. 404, a corporation chartered by the state ofIndiana was allowed by a law of Ohio to' transact business there,uphn condition that service of process upon the agent of 'the corporation should be considered as service upon the. corporation, and it was held that when the company sent its agent into Ohio it must be presumed to have assented .to the rule; and Mr. Justice CURTIS, speaking for the court, says: "WEl'hold such a judgment, recovered after such such, notice, to be as valid as if the corporation had had its habitat within the state." 'When the defendant corporation, desiring to transact busiDesS in Mtlssachusetts.agreed, as a condition precedent, that it would submit to'tlll lawful process in the manner required by the lawapplica.ble to foreign corporations enjoying such a privilege, and that suchserv'; ice should have the same effect as if the corporation existed' therein, it bound itself to submit to be sued within the state the same al!l if'it was a corporation organized under the laws of the state, and it should not be pennitted to deny in this court that which it has solemnly assented to. .It was decided in Ex purte 8ehoUenberger that such a statute applied to the federal as well as the state courts. Without reviewing the con" fiicting decisions in sevaralcircuit courts as to whether a corporation under the act of March 3, 1887, can be sued in a foreign state, I shall hold that, upon the facts presented in this case, this court has jurisdiction. Motion to dismiss denied.
Sm.M. ,LAND &: IMP. Co.
(OircuU Oourt, W.D. Wisconsin. March 29,1890.)
VDDOBAND VBNDBIl-8PECIVIC PlmPOIWANcB OP CONTRAOT.
Defendants, who owned land in common with complainant, wrote the latter of. fering t(fbuyfor a certain price, and set out certain cash items paid by complainant, wbich they agreed to refund, and complainant answered, setting out additic;mal items paid by it, and saying that if the statement was as understood by defendants it would sel,l. Defendants replied, stating that such additl,·onalite,ms wer,e not preoper, but they thought the matter could be adjusted, and further stated thl\t they pected to buy another persoll's inte1'est in the land,.but were having diliiculty in
arranging witb bim, and addelitbllottbey W'l>uld wisb a; raUroad company to bind itself to maintain a station near the land. Held, that the minds Of the parties did not meet, and the correspondence did not constltute a contract by defendants to
In Equity. Bill for specific performance. Bctker & Helms, for complainant·. Dickinson & Buchanan, for defendants.
BUNN,J. This isa suit in equity brought by the complainant, a corporation existing underthe laws6f Minnesota, against the defendants, who are residents of Wisconsin, to enforce the specifio performance of a contract for the sale of .certain tracts ofland lying in Wisconsin. There was a general demurrer put into the bill for want of equity, and the case tUirns wholly upon the question there was a contract for the sale pf land bElt.ween tht> parties. It appears from the bill of complaint that 00 the2d of August, 1888, and prior thereto, the complainant corporationand the defendants were seisE;ld.as tenants in common, each holding an undivided half interest in certain tracts of land; that there was an agreement between them by which the complainant was empowered to do .whatever work and expend w,qatever money was necessary for the platting, improvement, and preparing for market of the lands at the joint expense of the complainant defendants, one-half of the outlay to be borne by each party; that the 'complainant, prior to said 2dof August, 1888, had expAnded, pursuant to said agreement, certain sums of money, and that a certain contract had been made by both the parties with one L. Corbett and John R. Clark for the sale of certain timber gJ:owing and standing upon of the lands, the purchase price being $:4,000,. and that there WaS. still dUe from Corbett. and Clark upon the said contract $2,000; being in this situation on the said f;iaynamed, the defendants, by .P.,ISimon, authorized to act for both, ad,dressed the following letter to H.O.<Baker, Esq., of Hudson, Wis., who was authorized to act as agent of the complainant, to-wit: "EAU CLAmE. WIS., Aug. 2. 1888. uH. O. Baker" 'Esq., Hudson,Wia.,..-DEAR 8IR: Mr. Barnett and myself, after further consultation in regard to the. Flambeau town-site, conclude to make the following proposition to the Land and Imp. Co., viz.: We will take for our interest to be deeded to the company thirty-five hundred dollars, ($3,500,) or we will pay that sum for the cempally's interest there; the purchaser to have the benefit of the Corbett and Clark contract, ($4,000.) In case we buy of the \Co., we will refund to them purchase price of lands they have . 80 acres of Frenchman, · $1,200 00 Expense of platting, 150 00 Cutting road, 125 00 Purchase fro. Govt. Lot 8, Sec. 12, 27 68
And the other items of $112.50 & '250.
. AJ?out .
$1,502 63 362 50
SAULT BTE. M. LAND & IMP. CO. V. SIMONS.
"In case you buy of us, you will pay us only the $3.500.00, which the Corbett contract will more than pay. In making this offer we have put a very low valuation on our part. Will you submit this to the company and get a reply as early as possible. and oblige "Yours. truly. D. P. SIMONS."
To this letter the complainant sent the following answer:
.. MINNEAPOLIS, August 6th, 1888. .. H. O. Baker, Esq., Hudson, WtS.-DEAR SIR: Your favors of the 2d, 3d. ahd 4th irist., inclosing alternate proposition from D:P. Simon!!. to either buypr sell our joint interests at Flambeau Falls. In answer will say that if I understand their proposition correctly, will sell the company's interest in the follOWing descriptions, to-wit: An undivided one-half in government lots 1 and 2, in sec. 2. Ditto in lots 1-2-3 and 4. in section 3. The N. W.:i and W. i of theN. E. ! of said section 3. Entire interest in lot 3. section and the S. 1 of the N. E. ! section 8. All in township 34 north. ot range 6 west. Lot 5 of section 24, in towllship 35 north. of range 6 west. together with the right of flowage on any lands which the company may own east of the Flambeau river. Their proposition for the above interest, as I understand it, is as follows: They will refund us the follOWing amounts which we have disbursed, viz.: The S; t of the N. E. i of section 8. purchased of Frenchman. $1,200 00 Expense of platting, 27 68 Cutting road, · 12500 Two items. one for 11200 · One tor · 25000 ·
$1.865 18 For perfecting title and moneys advanced to W. W. Rich, in $1,865 13 June, 8S per statement rendered, (totals,) There are two items whIch appear on our books, which they have omitted, by mistake, no doubt. One is an item of taxes paid by 118 of $171 32 Also f"r blue print and plat ot town-site. 14 00 Total, One-halfot which will properly belong to them to pay, viz·· Less taxes paid by them, amounting to Of which our proportion would be Amount to be added to Mr. Barnett's statement of moneys advanced hy us, _ Total sum advanced by the "Sqo" Land Company, In addition to this they to give u s . _ Amollntto be paid this company, less amount received on Corbett & Clark contract, Net amount to be paid this company for their interest $18582 $92 66 15.03 7 52 85 14 1,95027 8,500 00 2,000 00 8,450 27
"We to assign the balance remaining unpaid on the above contract of Corbett and Clark. including all unpaid interest, to Mt>ssrs. Simons and Barnett. (f this statement of thei." proposition is as understood by them, I will cause deeds to be made in accordance therewith. "Very truly yours. C. B. HAMMOND, Genl. Agent.'··
To this the' defendants sent the' following answ:er,' which closed the correapondencef' ., " . .,.,. /; , ' " u, , · "It.EA'UCtAffiE, WJs.,.A:ug:lSth,lSSS. O. Baker! Esq., Hudson, WI".-1>E:AIiSJR: YOursQf the 7th,
ing'O;'D. Hammond's statement and acceptance of our prOposttion, was duly received. The account cont&!n,1l some items that .do not properly belong in it, I think, but adjus't' thlit"when I see you or Mr. Hlimiriond. .. ,o,wn an.interest in the that I supposed we coUld' handle a8we. did: bur!l,l>ut WE;! are. ba ving sOme dIfficulty in lIrl'llngi ng with them at ·. ' I &dpe we shaH 'soon 'get thein ,l:l.lid out. of the ','Way.' "We would 'want the R;Co.t?bind themselves to,maintain station 'at that point as .it Is now, with, agt.,l:Ipr., etc;, for a tetmof years at least, 'which Huppose they will'do. . .' .. " . "Yours, t l ' u l y , ! > ; ,P;SlMONS."
The sole question raised and argued on the hearingwas whether the 'above correspondence coilstituted a written contraot for the sale of the complai!lant's interest in tM real estate described. It :will be noticed that inth.e fj,rst letter by proposing to either sell or. buy, no·d!3scription of ,the land at all. It is simply referred to as 'the "Flambeau Town-site." There is nothing in the complaint to show that descrilledin oqhe complainant company is the same as the tOwp-sHe 'llpokeriof in tne flrstletter, though that inference made in order tQsustain a contract from this proposal and supmust posed acceptance. But as the question of the sufficiency of this de8criptibn was not argued by counsel, the court will proceed to consider the case upon the one question made, which is whether there was a distinct proposition for a sale or purchase made by the one party and an unqualified accElpta,nce'th.ereof:by the other. If not, then it is clear that tpere. was not such a meeting ()f the minds of the parties as is necessary to collstitute a c0J;ltrll-ct; .If there was nota full and complete parties upon a distinct proposition for a meeting of the minds . sale, the court cannot enforce a specific performance, although the diference between them may be very slight. The parties must make their own contract in all particulars, and if, they have not done so the court cannot aid them by saying what the contract ought to be. There must be an unqualified and unqlodified. acceptance of a distinct and unconditional offer to (lonstitrtte acoritract byletter correspondence. See Baker v.JIoU, 56 Wis. 100, 14 N. W. Rep. 8j Sawyer v.Br088art, 67 Iowa, 678, 25 N. W.qRep. 876; Myers v. Smith, 48 Barb. 614; 1 Chit. Cont. 15, and notesj Bish. Cont. § 322j Iron Co. v, Meade, 21 Wis. 480j 1 Pars. Cont. (6th 'Ed.) 475; Siebold' v; Da'lJis, 67 Iowa, 560,25 N. W. Rep. 778; v. Matthews, 34 Htin,74. Now, waiving thequestiop of the want of any description of the land in .the first proposal by thij defendants, a, meeting c()f the. minds on one and the llama thifig in all other particulars? ;was certainly an .agreement onthe matter of the price of the' one-half interest in ,the land,. But it Seems qt?-ite as cleat that there waS not in.resp6lctto the and timesoi payment, if the parties intended, to wake a s6.ttlement of the cash acon the land a condition oithe The