## Facts

- Michigan Land & Iron Company contracted in writing to sell Thomas Nester “all the merchantable pine fit for saw-logs” on specified Baraga County lands for $27,000, payable in installments with interest.
- The contract limited cutting: the timber was not to be cut faster than paid for.
- Nester was an experienced lumberman, familiar with the area, and had the timber examined by his own agent before purchase.
- During negotiations, both sides discussed quantity and quality and had estimates prepared; the company refused to warrant its estimates and stated they were not represented as accurate.
- After making only the initial payment, Nester, without the company’s consent, cut and removed all the pine from the lands.
- The company brought a replevin action to seize the logs; Nester filed an equity suit to enjoin replevin and to compel acceptance of roughly half the contract price, alleging both parties mistakenly believed the timber would yield about twice what it did and that much was unsound.
- The trial court enjoined the replevin action and reduced the amount due to $12,798.48; the seller appealed.

## Issues

1. Whether the asserted shortfall in merchantable timber quantity/quality was a mutual mistake of fact justifying equitable relief from the agreed price.
2. Whether the buyer, given his experience, investigation, and the seller’s refusal to warrant estimates, bore the risk of error in the timber estimates.
3. Whether equity may substantially revise the contract consideration and enjoin the seller’s replevin remedy absent fraud, warranty, or a qualifying mutual mistake.

## Decision

- The Michigan Supreme Court reversed the equity decree.
- The court denied injunctive and reformation-like relief reducing the price.
- The court held the record did not establish a mutual mistake warranting equitable abatement; any error was an estimate or judgment risk assumed by the buyer.
- The replevin action was not properly enjoined on the asserted mistake theory.

## Legal Principles

- Equitable relief for mistake generally requires a mutual mistake of a material existing fact, not an after-the-fact disappointment in expected yield or value.
- Where a seller disclaims warranties and refuses to guarantee estimates, and the buyer proceeds with knowledge of uncertainty and conducts independent investigation, the buyer may be treated as bearing the risk of mistake.
- In the absence of fraud or actionable misrepresentation, equity will not rewrite an arms-length bargain merely because the transaction becomes unfavorable to one party.

## Conclusion

The court refused to reduce the timber contract price based on an alleged mistaken expectation about quantity and quality, concluding that the buyer assumed the risk of estimation error in a transaction negotiated without warranties and after the buyer’s own inspection.


Nester v. Mich. Land & Iron Co., 69 Mich. 290, 37 N.W. 278 (Mich. 1888)