Coggill v. Botsford

29 Conn. 439 | Conn. | 1861

Sanford, J.

The only question in this case is, whether the allegations in the bill show that the petitioner has a good title to the property in question. It is to be remarked, in the first place, that this is a question of pleading merely. It regards only the petitioner’s allegations of title. The deeds in which that title originated are not recited. What their terms are we are not informed, and we are not called upon to give them a construction. The petitioner’s allegations in relation to his title are, in substance, that William A. and Edward A. Parsons of Newtown were partners, and were insolvent; that Edward was originally the owner of the controverted land ; that he made a voluntary and fraudulent conveyance of it to the respondent; that afterwards “ said William A. and Edward A. Parsons made a deed of assignment, under their hands and seals in writing, of all their property and estate both real and personal, to David V. B. Baldwin of said Newtown, as their trustee for the benefit of their creditors,” under the act of 1853 for the relief of insolvent debtors, “ by virtue of which said assignment and proceedings all the legal and equitable right, title and interest of the said Parsons, in and to said tract of land and buildings, became and' was vested in said assignee, in trust for the benefit of the creditors of the said Parsons;” that the trustee, under an order of the court of probate directing him to sell all the real estate of the said Parsons, sold the real estate before described, to the petitioner, and that “ said trustee by a good and sufficient legal deed then and there conveyed to the petitioner, all the interest at law and in equity of said trustee in said land and buildings; by means of which said deed and conveyance the petitioner became and was invested with the whole interest and title in and to said premises.”

The respondent contends that these allegations are of a partnership assignment of partnership property only, and consequently not of the property in question, so that the trustee having no title could convey none to the petitioner.

We think the respondent is wrong. The language of the allegation — “ the said William A. and Edward A. Parsons made a deed,” &c., “of all their property real and personal”— is certainly broad enough to include the separate property of each of the partners, as well as the common property of both of them, and whether it is to be so construed or not, depends upon the intention of the pleader, as evinced by the whole structure of the bill, and all the allegations therein relating to the subject. As already remarked, we are not called upon to give a construction to the deed of assignment, for that is not before us. And if it be true that the language of a bill in equity, when equivocal, is to be construed most strongly against the petitioner, there is no rule which restricts us to the consideration of a single allegation of doubtful import, while there are other allegations in the same bill which render the pleader’s meaning clear and certain.

We think the fair import of the allegation that William A. and Edward A. Parsons conveyed all their property to the trustee, is, that the conveyance covered their separate as well as partnership property. In the case of Hanson v. Paige, 3 Gray, 239, partners alleged in their petition that they were indebted in divers sums which they were unable to pay in full, and that they wished to surrender all their property for the benefit of their creditors,” &c., and Thomas, J., in giving the opinion of the court says, — “ The averment that they wish to surrender all their property for the benefit of their creditors, extends to all their property, held in any capacity, which is by law applicable to such payment.” And in the case of Judd v. Gibbs, 3 Gray, 539, Gibbs and Ingersoll were partners and ■ became insolvent, and the commissioner of insolvency made an assignment of “ all the' estate, real and personal, of said insolvent debtors,” and the court held that the assignment of “ all the estate of the said insolvent debtors,” included all the property held by them in any capacity, whether jointly or severally.

But the meaning of the pleader is rendered clear by his subsequent allegation, that by virtue of that assignment and the proceedings thereon, all the right, title and interest of said Parsons in said property became and was vested in said assignee, in trust for the benefit of the creditors of the said Parsons, and was by the trustee sold and conveyed to the petitioner.

The bill then, itpon its face, contains sufficient allegations of the petitioner’s title to the property in question.

In the construction of a deed of assignment, as of all other written instruments, the intention of the maker is to be sought for in the legitimate channels of inquiry, and when that intention is ascertained it is to be effectuated if by law it may. So that whether, under a deed of assignment made by partners, the separate property of the individual members of the firm passes, as it may, to the trustee or not, is to be determined by the instrument itself, examined in the light of those settled rules of interpretation and construction which the law supplies.

And we think that neither the policy of the law nor the provisions of the statute are in conflict with this view of the subject. The statute indeed recognizes, as subject to the operation of its provisions, several species of insolvent estates. Thus the fifth section provides that all proceedings shall be had in the probate court of the district in which such insolvent debtor, or one of such insolvent debtors, resides, except in the case of insolvent copartnerships and corporations, which shall be had in the probate court of the district within which such copartnership or corporation had its office or principal place of business. The first allows the sum of one hundred dollars in cash to be excepted from a voluntary assignment only in the case of a sole assignor. And the tenth is obviously applicable to an individual, and not to a copartnership assignment.

An assignment may be made by a copartnership of all its copartnership property, and of that alone, in which case the one hundred dollars spoken of in the first section of the act can not be excepted from, or left out of, the assignment, and neither of the partners will be entitled to the benefits of the tenth section. But the same instrument may include, and convey to the trustee, the separate property of the individual partners, as well as the property of the partnership, and whether it does or not, must depend upon the intention of the parties as shown by the terms employed by them in the instrument ; as two or more sevei’al owners of real estate may by one and the same deed convey to one grantee their several estates, and they may also by the same deed convey property which they hold as tenants in common, joint tenants or coparceners ; and whether, in the particular case, the several and the joint estates are both conveyed, or only the one without the other, will depend upon the true interpretation and construction of the deed itself. It may be in effect the several deed of each of the grantors as to his several estate, while as to their joint estate it is the joint deed of all of them.

"Whether the provisions of our statute require that there should be as many independent administrations as there are independent estates to be administered upon, notwithstanding the assignment of the several estates to one and the same trustee, by one and the same deed, or whether all of the estates so assigned should be administered as one estate, we need not now decide, because it does not appear whether, in the case before us, the proceedings were conducted in the one way or the other. And upon this point we will only add, that courts of probate are not, like courts of law, hampered by unyielding forms, and can adapt their proceedings, orders and decrees so as to meet the exigencies of the particular case before them, and that both the allegations in the bill admitted by the demurrer, and the maxim “ Omnia presumuntur legitime facta donee probetur in contrariumf require us to presume that these proceedings were in fact conducted in the court of probate as the law requires.

No question arises in this case, and probably no difficulty will arise in any case, in regard to the jurisdiction of the probate court. If, as in the case at bar, the office or principal place of business of the copartnership and the residence of all of the individual partners are within the same district, all proceedings in the court of probate will of course be had in that district. But when the office or principal place of business of the partnership is in one district, and the residence of one or more of the individual partners in another district or other districts, then it would seem that, under the provisions of the fifth section of the act, the copartnership estate should be settled in one district, and the several estates of the individual partners in another district, or other districts, in which the partners respectively reside. And in that case the deed of assignment should be recorded in the several probate courts accordingly.

The demurrer ought to be overruled.

In this opinion the other judges concurred.

Bill sufficient.