## Facts

- John and Mary Panco owned and lived in a home John built; John was elderly, minimally educated, and substantially deaf at the time of contracting.
- The Pancos advertised the property for $12,500; no buyer accepted that price.
- James George Rogers inspected the home and claimed Mary Panco stated the price was $5,500; Mary denied this and asserted she stated $12,500.
- Rogers returned with his intended bride; price was not discussed again.
- Rogers took John Panco to Rogers’s attorney, who drafted a written contract of sale listing the price as $5,500; John participated minimally and largely responded by simple affirmations or negations.
- Both Pancos signed; after their daughter read the contract later that day, they realized the written price was $5,500 rather than the $12,500 they believed they were accepting.
- The Pancos promptly offered to return the deposit and reimburse expenses; Rogers refused and sought to enforce the contract at $5,500.
- The court found the property was worth at least $10,000; the Pancos believed the deal was for $12,500, while Rogers believed it was for $5,500.

## Issues

1. Whether the sellers were entitled to rescission of the written real estate contract based on mistake as to the purchase price.
2. Whether the buyer was entitled to specific performance of the written contract at $5,500 despite the sellers’ claimed mistake and the disparity between price and value.

## Decision

- Rescission was denied.
- Specific performance was denied.
- The court treated the parties’ prior price understanding as a mutual misunderstanding, but treated the signing of the written contract as involving a unilateral mistake by the sellers as to the written price term.
- The court found no actual fraud, undue influence, or concealment by the buyer in procuring execution of the written agreement.
- The court exercised equitable discretion to withhold specific performance because the price was grossly inadequate in light of the property’s value and the circumstances of contract formation.

## Legal Principles

- Rescission for unilateral mistake generally is not available in equity absent fraud, overreaching, undue influence, concealment, or comparable inequitable conduct by the non-mistaken party.
- A party who signs a written contract is not ordinarily relieved from its terms merely because the party misunderstood the writing, where the other party did not engage in deceptive conduct regarding the document’s contents.
- Specific performance is discretionary; even if a contract is valid at law, equity may deny specific performance where enforcement would be harsh, oppressive, or unfair.
- Gross inadequacy of consideration, combined with surrounding circumstances affecting fairness (including the parties’ capacities and the manner of contracting), can justify denying specific performance even without affirmative proof of fraud.
- In balancing hardships, equity may deny specific performance where the buyer would merely lose a bargain, while the seller would suffer substantial unfairness from enforcement.

## Conclusion

The court refused to rescind the written agreement because the sellers’ mistake about the written price was unilateral and not accompanied by fraud or similar misconduct, but it also refused to compel conveyance because the drastic price disparity and formation circumstances made specific performance inequitable.


Panco v. Rogers, 19 N.J. Super. 12 (Ch. Div. 1952)