27 N.J. Eq. 157 | New York Court of Chancery | 1876
There must be a person, either natural or artificial, in esse, to receive a conveyance of an immediate estate in land. An unincorporated association or community is not competent to purchase, or to take title to land by deed. Capacity to take title must exist before a valid conveyance can be made. 2 Washb. on Real Property 566, ¶ 32; Robie v. Sedgwick, 35 Barb. Sup. Ct. 328 ; 2 Sugden on Vend. 883, marg’l; Jackson v. Cory, 8 Johns. 387; Hornbeck v. Westbrook, 9 Johns. 74; Com. Dig., Capacity, B. 1.
The defendant stands' in the rights of the grantor of these lands. He has no new or independent equity. The lands had been paid for, under a contract of purchase, more than six years before he recovered judgment; for all that time they were in the possession of a voluntary association of persons, now represented by the corporation, and were used for purposes which gave notice to the world they were not held in individual proprietorship, or for purposes of gain or business. It requires no argument to show that the lowest notions of justice would not tolerate a claim by the vendor to the possession of these lands, against those whose money he had received in payment for them, Ujjhe defendant’s position is not a whit stronger.
There can be no doubt there'was a contract of sale. The purchase money was paid and possession given. It was not a contract with the corporation, for it did not exist, but there were natural persons. The negotiation was with them, or with one or more of them, representing the others, and their money paid for the lands. When the purchase money was paid and possession given, equity raised a promise by the vendor to make a title, either to the person making the payment or to the corporation when created. The purchase was made for the common benefit of all the persons composing the voluntary association, and when they were transformed, by due form of law, from a mere voluntary assembly into a body corporate, the corporation, as to these lanclsj took the place of the individual members, and, although the vendor had already made a deed to the corporate name, if he had been requested to execute another at the expense of the corporation, and refused, equity would have compelled him to do so, because such act, on his part, was necessary to give legal effect to the intention of the parties. Contracts made by the promoters of a projected corporation, before incorporation, on behalf of themselves and others engaged in the same enterprise, have
Upon well-established principles, then, I think it is entirely clear, that on the payment of the purchase money and the transfer of the possession of these lands, Eish, as to the title, became a trustee for the persons who made the contract of purchase and paid the purchase money. He held the legal title in trust for them. The purchasers were the mere agents of the voluntary association, and when the association became a legal entity,, capable of acq-iiiilng land,, it succeeded to the
It is a familiar rule, that if a person purchase land, knowing that another has a prior contract for its conveyance to him, the second purchaser stands, in equity, in no stronger position than the original owner, and if he takes title, the first purchaser may compel him to convey to him. Btory’s Eq. Jwr., §§ 788, 789; Champion v. Brown, 6 Johns. Ch. 398; Haughwout v. Murphy, 7 C. E. Green 546.
The possession of these lands by the association, the registry - of the deed, and the presence of the church edifice on them, put the question of notice in this case out of the field of debate.
I therefore hold, at the time the defendant recovered his judgment, Fish held these lands in trust for the members' of the association, and that when the complainants acquired corporate functions they succeeded to the rights of the individual members of the association in these lands, and that any rights the defendant acquired by his judgment and levy were subject to the trust in favor of the association.
The remaining question is, what relief must be given ? It is a duty peculiar to courts of equity, to protect the beneficiaries of a trust, as well against the misconduct of the trustee as the claims of his creditors. Where the legal title to land is held by the husband, for the benefit of his wife, upon a trust not expressed in writing, and the land is liable to seizure and sale under a judgment against the husband, equity will enjoin the judgment creditor from making sale of the land. Lathrop v. Gilbert, 2 Stockt. 345. The bill in this case does not ask for an injunction. Under its present frame, it may be questioned whether an injunction can properly issue. Ordinarily, an injunction cannot be granted under a prayer for general relief, but must be the subject of a special prayer. 1 Hoffman’s Ch. Pr. 77; 1 Daniell’s Ch. Pr. 388. But this omission is a formal matter, and cannot be permitted to defeat justice. Del. and Rar. Canal Co. v. Rar. and Del. Bay R. R.
When the bill is thus amended.a perpetual injunction will be decreed against the defendant, with costs.