OWINGS VS. BALDWIN AND WHEELER. 121

[The bill in this case alleged that in the spring of 1845, the
defendants agreed to purchase of the complainant, certain lands
in Howard district, on which there were erected a cotton
factory and other improvements, for the sum of $20,000, of
which $5000, were to be paid in cash on the delivery of pos-
session, fixed for 1st June, 1845, $1666 66|, in twelve months
thereafter, with interest on the unpaid balance, and the residue
in equal instalments of 5, 10, and 15 years, with interest on
the balances unpaid; privilege being given to pay the whole
before if desired. No written agreement was alleged to have
been made by the parties, but a memorandum was filed with
the bill, said to have been drawn up by the complainant, and
acknowledged by the defendants to be a true statement of the
terms agreed upon. The bill stated, that possession had been
delivered on the 1st June, 1845, under the agreement; charged
the defendants with a refusal to comply with the terms of sale;

and prayed for a specific performance.

The joint answer of the defendants, denied their acceptance
.of the terms contained in the complainant's exhibit, and a
paper was filed therewith differing in some respects from that
of the complainant, but agreeing as to the price and times of
payment, which the defendants said had been prepared by them,
and which the complainant had requested them to keep, as a
correct statement of the offer made by him. The answer stated
that the defendants were at first willing to accept this offer,
but difficulties presenting themselves, as to the complainant's
title, and wishing to avoid loss of time, they agreed to take
possession of the premises at once, and pay to the complainant
a rent of $900, until he should be able to give them a clear
undisputed title thereto; but they expressly denied that this
arrangement was made in pursuance of the original agreement.
This position was sustained by the testimony of H. N. Gam-
brill, and Neilson Poe, the former of whom said, "after the
title was ascertained, or thought to be defective, and before
they (the defendants) entered into possession, Mr. Owings,
(the plaintiff) agreed that they should take possession of the
property, and pay a rent at the rate of $900 a year, I believe,
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