Messrs. Joseph D. Sullivan and Timothy Ansberry, both of Washington, D. C., for appellant and plaintiff in error.
Messrs. Alexander Britton and H. W. Van Dyke, both of Washington, D. C., for appellees and defendants in error.
Mr. Justice HOLMES delivered the opinion of the Court.
This is a suit for the specific performance of an alleged contract to sell land. The court of first instance made a [249 U.S. 554, 555] decree for the plaintiff, but the decree was reversed by the Supreme Court of the Philippine Islands and the defendants were absolved from the complaint. There is a motion to dismiss, on the ground that the writ of error and citation were not made returnable in time. But without going into particulars, as the appellant had color of authority from the court and a judge of that court, it appears to us that justice will be better served by dealing with the merits of the case. See Southern Pine Co. v. Ward, 208 U.S. 126, 137 , 28 S. Sup. Ct. 239.
On the merits the only question is whether the alleged contract was made. The first material step was the following offer, dated December 4, 1911:
There is no dispute that the assessed government valuation was 307, 000 pesos, that Legarda owned the land and that Valdes had power to make the offer. On January 17, 1912, Borck wrote to Valdes:
There was dispute about the admissibility of this letter and its being signed, but we see no occasion to disturb the opinion of the Supreme Court that it was a part of the transaction and was admissible. No answer was received, and on January 19 Borck wrote again, saying that he was ready to purchase the property at the price and that full payment would be made on or before [249 U.S. 554, 556] March 3, provided all documents in connection with the hacienda were immediately placed at his disposal and found in good order. On January 23, Borck wrote again that he could improve the condition of payment and would pay ten days after the documents had been put at his disposal for inspection, etc., and finally, on February 28, wrote that the price was ready to be paid over and requesting notice when it was convenient to allow inspection of all papers. Before this last letter was written Valdes had indicated that he regarded compliance as an open question by saying in conversation that he wished to communicate with Mr. Legarda. Subsequently conveyance was refused.
The letter of January 17 plainly departed from the terms of the offer as to the time of payment and was, as it was expressed to be, a counter offer. In the language of a similar English case:
We do not find it necessary to go into the discussion of the later communications, which led the Supreme Court to the conclusion that they also would not have been sufficient. The right to hold the defendant to the proposed terms by a word of assent was gone, and after that all that the plaintiff could do was to make an offer in his turn. It would need a very much stronger case than this to induce us to reverse the decision of the court below. Cardona v. Quinones, 240 U.S. 83, 88 , 36 S. Sup. Ct. 346.