## Facts

- Thomas Ellison entered a written agreement to convey two farms totaling about 763 acres to William Seymour.
- In exchange, Seymour agreed to convey to Ellison Seymour’s interest in two village lots.
- Before the exchange was completed, Ellison died without conveying the farms.
- Seymour filed a bill in the New York Court of Chancery against Ellison’s heirs and representatives (including members of the Delancey family) seeking specific performance of Ellison’s agreement.
- Ellison’s heirs resisted specific performance, arguing that Seymour’s interest in the village lots was grossly inadequate compared to the value of the farms.
- The chancellor received evidence on value and found a marked disparity, concluding the farms were worth at least about twice the value of the village lots.
- The chancellor denied specific performance, and Seymour appealed.

## Issues

1. Whether a court of equity may deny specific performance of a land-exchange contract based solely on gross inadequacy of consideration when there is no proof of fraud, mistake, undue influence, or other inequitable conduct.
2. Whether, on these facts, Seymour was entitled to specific performance against Ellison’s heirs.

## Decision

- In the New York Court of Chancery (6 Johns. Ch. 222 (1822)), Chancellor Kent denied specific performance and dismissed Seymour’s bill.
- On appeal, the New York Court for the Trial of Impeachments and Correction of Errors (3 Cow. 445 (1824)) reversed, rejecting the view that inadequacy of price alone is enough to refuse specific performance, and concluded Seymour was entitled to equitable enforcement absent additional unfair circumstances.

## Legal Principles

- Specific performance is an equitable remedy; it is not granted as of right and may be withheld when enforcement would be unconscionable under the circumstances.
- Gross inadequacy of consideration may be relevant in equity, but (as the Court of Errors held) inadequacy standing alone, without fraud, oppression, mistake, or similar misconduct, is generally insufficient to bar specific performance.
- Disparity in price can function as evidence pointing to possible fraud or overreaching; without such additional facts, equity ordinarily enforces voluntary bargains.
- Equity distinguishes between refusing enforcement because of unfair conduct and refusing enforcement solely because the exchange seems economically uneven.
- Heirs taking property subject to a decedent’s contractual obligations may assert equitable defenses, but they cannot avoid specific performance merely by showing the decedent made a hard bargain.

## Conclusion

*Seymour v. Delancey* presents a chancellor’s refusal to compel a land exchange after finding a large disparity in value, followed by an appellate correction: the Court of Errors held that mere inadequacy of consideration, without fraud or comparable inequitable circumstances, does not by itself justify denying specific performance of a real-property contract.


Seymour v. Delancey, 6 Johns Ch. Rep. 222 (1822), 3 Cow. 445 (1824)