Castle Creek Water Co. v. City of Aspen

Citations

• 146 F. 8
• 76 C.C.A. 516
• 1906 U.S. App. LEXIS 4070

Syllabus

<p>1. Specific Performance — Sale op Waterworks at Value to be Appraised.</p> <p>There was a contract between a water company and a city for the construction of waterworks and their operation for 20 years, wherein the company agreed to give the city the option to purchase the works at the end of the term at a price based on their productive worth, to be determined by four appraisers chosen by.the parties and a fifth to be chosen by the four, on condition that the city gave notice of its intention to buy a year before the expiration of the term. The city gave the notice, but subsequently refused to appoint appraisers and to complete the purchase. Held, these facts disclosed an equity in the complainant, which entitled it to a specific performance of the contract, and this remedy was more complete and efficient than any it had at law.</p> <p>2. Same — Sale at Value to be Appraised — Rules—Enforced if Stipulation for Appraisers Subsidiary and Parties Not in Statu Quo; .¡Otherwise Not.</p> <p>Where, in a contract of sale of real estate at a price to be fixed by appraisers to be chosen by the parties, the stipulation for the appraisers is not a condition nor flip essence of tlie agreement, but is subsidiary or auxiliary to its main imrpose and scope, and tlie parties cannot be left or placed in statu quo by a refusal to enforce performance, a court of equity may determine the price itself, or by its master or by appraisers of its own selection, and may enforce specific performance of tlie agreement of sale. But where tlie stipulation for the appraisers is a condition or tlie essence of tlie contract, and a refusal to enforce it will leave the parties in tlieir original situations when the contract was made, a court of equity will not enforce specific performance of it.</p> <p>3. Vendor Aun Furo hash» — Option to Purchase Continuing Owes — Acceptance Exhausts Option and Completes Contract.</p> <p>An option to purchase is a continuing offer by the vendor to sell. Its accep