13 S.C. 128 | S.C. | 1880
The opinion of the court was delivered by
Certain creditors of the defendant corporation seek, with such defendant, to set aside a sale of the property
The leading question in the case is whether this contract tended to, and did, in fact, directly interfere with the competition-at the sale in such manner as to diminish the biddings and reduce the sum which, it may be assumed, would have been realized on a free and fair competition.
Nothing is more important to a complete administration of justice than that auction sales should be conducted in a manner likely to secure the fair market value of property disposed of at such sales. In the last resort, such sales become the means of carrying into effect the judgments of the courts, in the great majority of cases, and the administration of justice is as-
These principles have been so clearly and firmly settled by the cases in this state and elsewhere, that it is only necessary to make a general reference to them. Carson v. Law, 2 Rich. Eq. 296; Hamilton v. Hamilton, 2 Rich Eq. 355; Martin v. Evans, 2 Rich. Eq. 368; Thrower v. Cureton, 4 Strob. Eq. 155; Johnston v. La Motte, 6 Rich. Eq. 347; Jones v. Caswell, 3 Johns. Cas. 29; Thompson v. Davies, 13 Johns. 112; Doolin v. Ward, 6 Johns. 194; Wilbur v. How, 8 Johns. 444; Bexwell v. Christie, 1 Cowp. 395; Howard v. Castle, 6 Term R. 642; Brawley v. Alt, 3 Ves. 620; Smith v. Clarke, 12 Ves. 477; Crowther v. Austin, 2 Car. & P. 208.
It is definitely settled that if two or more persons in a position to become purchasers at such auction sale combine together for the purpose of preventing the property from realizing at such sale the full sum that, upon fair competition, it would be likely to realize at such sale, and one of them becomes the purchaser, the sale is fraudulent and void. Hamilton v. Hamilton, 2 Rich. Eq. 355; Martin v. Evans, 2 Rich. Eq. 368; Dudley v. Odom, 5 S. C. 131; Jones v. Caswell, 3 Johns. Cas. 329; Thompson v. Davies, 13 Johns. 112; Doolin v. Ward, 6 Johns. 194; Wilbur
The intention to interfere with full competition is that which constitutes the fraud that vitiates the sale. When this intention appears by express proof, no question of doubt can arise. It is equally clear that if the tendency of the agreement, in legal estimation, is to produce that result, the law will infer a fraudulent intent in the absence of counter evidence. The tendency of a contract and its motive are identical in legal consideration, and the law determines the one from the other, and when nothing is shown tending to intercept or destroy that tendency, it will be assumed to have affected the sale injuriously.
One feature of the agreement before us furnishes indisputable •evidence of an intent to prevent full and natural competition at the sale, and this feature has been pointed out by the Circuit decree, and is the principal ground on which it rests. It cannot be denied that parties holding judgments against the defendant corporation, by becoming parties to an agreement by which they would receive the full amount of their judgment without any •effort on their part to compete at the sale, lost their motive for competing at such sale. The question whether they would or would not have competed at the sale independently of the agreement in question, is one purely speculative. It has not been shown that it was out of their power to do so if they had chosen to become bidders, leaving the question of the state of their minds on the subject to the merest speculation, that cannot, in its nature, be investigated upon evidence with any legal certainty. We are left to the conclusion that the agreement canceléd their interest in bidding, and that in itself, if intended, is a wrong to the vendor. If it had appeared that the purchasers had agreed to pay off and discharge the judgments, it might be said that the •defendant corporation was benefited rather than injured by an
The decree must be affirmed and the appeal dismissed.