Supreme Court of the United States

Willard v. Tayloe

January 24, 187075 U.S. 557

Summary

The Court held that the lease option was a continuing offer that became an enforceable sale contract when accepted, and that specific performance was appropriate because the agreement was fair when made and enforcement would serve equity. It rejected objections based on later appreciation, a partial assignment, the tender of United States notes, the proposed trust deed, and alleged prior conversations, but required payment in gold and silver coin as a condition of relief. The decree below was reversed and the cause remanded for entry of a conditional conveyance decree. The Chief Justice and Nelson, J., concurred in the result but did not agree with the reasoning supporting the coin-payment condition.

Holding

  • Effect of the lease option. The purchase option was a continuing offer to sell, supported by consideration because it was under seal, and Willard's notice of acceptance completed an enforceable contract of sale.
  • Availability and scope of specific performance. Specific performance is discretionary rather than automatic; it should generally be granted when enforcement will serve justice and withheld when it would cause hardship or injustice, unless conditions can prevent that result. On these facts, equitable enforcement was warranted.
  • Tender of United States notes and required currency. Willard's tender of United States notes did not show bad faith or forfeit his equitable rights, but the decree properly had to require payment of the stipulated price in gold and silver coin.
  • Effect of later events and asserted defects in enforcement. The property's increased value, Willard's transfer of a partial interest to his brother, the form of the proposed trust deed, and alleged conversations contradicting the written option did not bar specific performance.

Cited by

Read full opinionPDF