J. Rowland Morgan sued William F. Wells, Jr. and others for specific performance of a contract for the sale of land. Defendants moved to dismiss the complaint for failure to state a claim upon which relief could be granted. The Court of Chancery, Wolcott, Chancellor, held that the case was not one to be finally disposed of on motion to dismiss since the question of whether or not the plaintiff was entitled to relief was almost entirely factual and the parties were in agreement upon the rules of law applicable to the case.
A suit by buyer for specific performance of contract for sale of land under which consideration was sum of money plus agreement by plaintiff to move two houses located on land was not case to be finally disposed of on motion to dismiss where parties were in agreement upon rules of law applicable to case and question of whether or not buyer was entitled to relief was almost entirely factual. Rules of the Court of Chancery, rule 12(b)(6).
[32 Del.Ch. 109] Motion to dismiss a complaint seeking to enforce specifically a contract for the sale of land.
Albert W. James and H. James Conaway, Jr., of Hering, Morris, James & Hitchens, Wilmington, for the plaintiff.
Daniel O. Hastings and Clarence W. Taylor of Hastings, Stockly & Walz, Wilmington, for the defendants.
The defendants have moved under Rule 12(b)(6) to dismiss the complaint for failure to state a claim upon which relief can be granted. A complaint will be dismissed on motion if it is clearly without merit, and the lack of merit may be either a matter of law or of fact. A complaint, however, will not be dismissed [32 Del.Ch. 110] for failure to state a claim unless it appears to a certainty that under no set of facts which could be proved to support the claim asserted would the plaintiff be entitled to relief. Vagueness or lack of detail are not sufficient grounds alone to dismiss a complaint for failure to state a claim. 2 Moore's Federal Practice, 2nd Ed., § 12.08; Hess v. Factors Corporation of America, D.C., 80 F.Supp. 727; Christo v. United States, D.C., 83 F.Supp. 960; MacDonald v. Winfield Corporation, D.C., 82 F.Supp. 929; Continental Collieries, Inc. v. Shober, 3 Cir., 130 F.2d 631; Berghane v. Radio Corp. of America, D.C., 4 F.R.D. 446.
Construing this complaint in the light most favorable to the plaintiff, as I am required to do for the purposes of this motion, a fair statement of the substance of the facts alleged is substantially as follows:
The plaintiff and defendant entered into a contract in May of 1950 for the sale of land, the consideration for which was a sum of money plus an agreement by the plaintiff to move two houses located on the land. Almost immediately, the plaintiff began to prepare to carry out his obligations under the contract. For some reason not specifically disclosed by the complaint, the plaintiff became suspicious that the defendants did not intend to carry out the terms of the contract. He accordingly asked the defendants for specific permission to enter upon the land to move the houses. The defendants never gave such permission nor, as far as the complaint shows, specifically refused permission. From then on, in a manner not specifically alleged, the defendants' unwillingness and refusal to carry out the contract continued to be made known to the plaintiff. Meanwhile, a title search of the property in question disclosed
two apparent flaws which were called to the defendants' attention. Due primarily to the supposed flaws in the title, the original settlement date, September 1, 1950, could not be met and on that day an extension agreement [32 Del.Ch. 111] was entered into extending the date for settlement to November 15, 1950. Thereafter, on several occasions the plaintiff asked for permission from the defendants to enter upon the land to move the houses. The permission thus asked was either denied or the requests ignored. It is specifically alleged that such consent was never given. As a result, matters dragged along thus until shortly before November 15, 1950 when the plaintiff served notice on the defendants of a time and place for final settlement under the agreement and appeared with the necessary amount of cash to complete the purchase price. The defendants did not appear at the noticed settlement. The two houses on the land in question were not removed from the land by the plaintiff. The plaintiff alleges that he has been at all times and is now ready, willing and able to carry out his obligations under the agreement.
The complaint prays that the defendants be compelled to perform their part of the agreement, and that they be enjoined from preventing the plaintiff from performing his obligations.
The reason advanced by the defendants in support of their motion to dismiss is that the contract makes the time of settlement specifically of the essence of the contract and that, accordingly, the plaintiff was required to perform his obligations on or before the settlement date and that, ...