Jones v. Parker
163 Mass. 564, 40 N.E. 1044, 1895 Mass. LEXIS 163 (1895)
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Rule of Law:
A court of equity may grant specific performance to enforce a covenant in a lease that requires the lessor to perform construction or installation, such as providing heating and lighting, if the covenant is sufficiently certain and essential to the tenant's use of the premises.
Facts:
- Jones, a lessee, entered into a lease agreement with Parker, the lessor, for a portion of a basement in a building that had not yet been constructed.
- The lease was set to begin on September 1, 1893.
- The lease included a covenant stating that Parker would deliver possession upon the building's completion and would thereafter 'reasonably to heat and light the demised premises.'
- After the building was completed, Parker refused to install apparatus sufficient to heat and light the basement.
- Parker also refused to deliver possession of the premises to Jones.
- The premises were impossible to occupy for their intended purpose without the installation of proper heating and lighting systems.
- At some point, Parker conveyed the property to a third party named Blackall.
Procedural Posture:
- Jones, the lessee, filed a bill in equity against Parker, the lessor, in a court of first instance.
- Jones sought a decree of specific performance to compel Parker to fulfill the covenant to install heating and lighting, and also sought damages.
- Parker filed a demurrer, arguing that even if the facts alleged were true, they did not provide a legal basis for granting specific performance.
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Issue:
Is specific performance an appropriate remedy to compel a lessor to fulfill a covenant to install apparatus for heating and lighting in a premises before delivering possession, as stipulated in a lease agreement?
Opinions:
Majority - Holmes, J.
Yes. Specific performance is an appropriate remedy because the covenant is an essential and inseparable part of the lease agreement. The court rejected the argument that the covenant was too uncertain, reasoning that a judge or an expert could determine what constitutes 'reasonable' heating and lighting just as a jury could in a damages action. The court also dismissed the notion that equity courts never enforce contracts requiring construction, noting that they have done so from the earliest days, especially when the required work is well-defined and not overly burdensome for the court to supervise. Because occupancy is impossible without the promised installations, the covenant to heat and light is interwoven with the covenant to deliver possession, and the lessee is not required to accept the premises without them. Finally, the lessor's conveyance of the property to a third party does not defeat the lessee's right to relief, as the lessee can still enforce the express contract against the original lessor, Parker.
Analysis:
This case demonstrates a flexible and practical approach to the remedy of specific performance, particularly in contracts involving construction elements. It moves away from the historically rigid rule that courts of equity will not issue decrees that require ongoing supervision of construction. By focusing on the certainty of the terms and the essential nature of the covenant to the overall bargain, the decision establishes that specific performance is a viable remedy to ensure a party receives the specific property and conditions they contracted for, especially when monetary damages would be an inadequate substitute for the unique value of the leased premises.
