163 Mo. 415 | Mo. | 1901
This is a suit in equity to remove a cloud upon the title to certain lands in St. Erancois county, Missouri, and was returnable to the May term, 1898, of the circuit court of said county. The petition alleged that on July 22, 1897, the said lands belonged to the defendants other than the St. Joseph Lead Company; that said defendants other than the St. Joseph Lead Company sold and conveyed said lands to the American Mineral. Company, a corporation, which deed was duly recorded in St. Erancois county; that thereafter, to-wit, on fourth day of December, 1897, said American Mineral Company conveyed said lands to one David L. Dyas, who afterwards on January 20, 1898, conveyed the same to plaintiff; that the deed of July 22, 1897, by defendants, to the said American Mineral Company was not recorded until December 24, 1897; that the defendants, other than the St. Joseph Lead Company, afterwards, on October 6, 1897, made an agreement with said St. Joseph Lead Company by which they obligated themselves to convey said lands to said St. Joseph Lead Company on the first day of November, 1898, which said agreement was duly recorded
The adult defendants, William Day, Josephine Day, Mary C. Day, Jennette Covington and M. A. Covington, for their separate answer to .plaintiff’s petition -on file in this cause, admit that they, together with Charles Day and Nora Day, minor heirs of James E. Day, were, on the twenty-second day of July, 1897, the owners of the real estate described in plaintiff’s petition. Defendants further admit that on the said twenty-second day of July, 1897, these defendants answering, agreed to sell and convey said real estate to the said American Mineral Company, upon the terms and conditions fully set forth in said agreement. That by the terms of said agreement the said American Mineral Company was to pay to the defendants, on the first day of October, 1897, the sum of one hundred dollars per acre for said lands and real estate in the following manner: five hundred, dollars in cash, and the balance thereof in three promissory notes of equal amounts, due in one, two and three years from October 1, 1897, with interest thereon at the rate of six per cent per annum from date, said notes to be secured by the first deed of trust upon said real estate, and said notes were to be executed by the American Mineral Company in favor of the defendants, and upon the payments and execution of the notes and deed of trust, aforesaid, the defendants were to deliver to the said American Mineral Company a deed to said lands, conveying the fee simple title to the same. De
These defendants, further answering, aver the fact to be that the said American Mineral Company, the party under whom this plaintiff claims title, is a foreign corporation organized and existing under the laws of the State of Nevada; that said American Mineral Company was a corporation formed for the purpose of pecuniary profit and gain to its stock owners,
“State of Missouri, County of St. Francois.
“William Day, one of the defendants in the case of Bobert U. Dunaway, plaintiff, and William Day, Josephine Day, Mary C. Day, Jennette Covington, M. A. Covington, Charles Day and Nora Day, and William Day, their guardian, and the St. Joseph Lead Company, defendants, being duly sworn upon his oath, states that the said American Mineral Company, one of the plaintiff’s grantors and under whom this plaintiff claims title, is a foreign corporation organized and existing under the laws of the State of Nevada, that said American Mineral Company was a corporation formed for the purpose
''William Day.
“Subscribed and sworn to before me this thirteenth day of May, 1898.
“J. C. Alexander, Circuit Clerk.”
The answer of the St. Joseph Lead Company is as follows:
“Now comes the St. Joseph Lead Company, by its attorneys, and files its separate answer to plaintiff’s petition on file in this cause, and for such separate answer, defendant admits that it is a corporation duly organized and existing under and by virtue of the laws of the State of New York, and of this State. Defendant company admits that its co-defendants were, on the twenty-second of July, 1897, the owners of the land and real estate described in plaintiff’s said petition. Defendant admits that a certain pretended conveyance, which defendant charges, after inspecting the record of the same, was simply an option to the said American Mineral Company, to purchase the same on the terms in said option mentioned, of date July 22, 1897, was executed by certain of its co-defendants to the said American Mineral Company; admits that it was not recorded in the land records of said St. Francois county, Missouri, until the twenty-fourth day of December, 1897. Defendant admits that on the sixth day of October, 1897, co-defendants, for a valuable consideration, did execute and deliver to this defendant, the St. Joseph Lead Company, a written agreement, wherein and whereby, they agreed upon certain conditions in said agreement fully set forth, to convey the premises in plaintiff’s said petition mentioned and described
Wm. Day, as guardian of Charles and Nora Day, minors, filed answer, which was a general denial.
Plaintiff filed replications to the defendant’s answers, which were general denials of the new matter set up in said answers respectively.
The instrument declared on as a deed, or so much thereof as is necessary, is as follows:
“This indenture, made in duplicate this twenty-second day
“The conditions of this indenture are:
“Eirst. The parties of the first part are to receive on the first day of October, 1897, the sum of one hundred dollars per acre for said lands, payable on that day as follows: five hundred dollars in cash, and the balance thereof in three promissory notes of equal amounts due in one, two and three years from October 1, 1897, with interest thereon at the rate of six per cent per annum from date, said notes to be secured by a first deed of trust upon said lands, and said notes to be executed by the party of the second part in favor of the parties of the first part.
“Second. At the time of the payment of the said cash and notes and trust deed securing the same, the said parties of the first part shall deliver to the party of the second part a good and perfect warrantee deed of said, lands and thereby convey the fee simple title free from incumbrance of every kind and nature to the said party of the second part.
The minors’ names are signed by “Wm. Day, guardian.”
The agreement with the St. Joseph Lead Company was as pleaded, and executed by the same party and recorded December 10, 1897. The evidence disclosed that on December 4, 1897, the American Mineral Company, by an ordinary quitclaim deed, conveyed said lands to David L. Dyas, and on January 20, 1898, by another quitclaim, Dyas conveyed to Dun-away, the plaintiff.
Plaintiff offered oral evidence that Dyas, on the eighteenth day of January, 1898, tendered the $500 first payment and his notes for the deferred payments secured by deed of trust executed by him, and the tender was refused. Also evidence that the officials of the St. Joseph Lead Company on the sixth of October, 1897, were informed that the American Mineral Company had an option to buy the land but did not know its contents .... The defendants offered evidence that the. attorney to whom the American Mineral Company sent the deed to be executed, told defendants at the time, that if the payments were not made as promised, the deed would be void, and that after-wards on October 4, 1897, he advised them that the American Mineral Company had not sent the money and “the deal was off,” and after that they contracted to sell to defendant, the St. Joseph Lead Company; that in fact the payments were not made and that Dyas made the tender in January, 1898, long after they had contracted with the St. Joseph Lead Company. The Secretary of State testified that the American Mineral
I. The instrument executed by defendants to the American Mineral Company was not a deed. Notwithstanding the use of the words “grant, bargain and sell” it is plain that it was not the intention of either party that this paper should be a deed absolute.
The legal effect of the writing is not to be adjudged upon these words merely but upon an inspection and consideration of the whole document, and when this is done it is perfectly apparent that it was merely an option; that defendants were only to make a deed to said American Mineral Company on the first day of October, 1891, if the said company on that date paid defendants $500 in cash and gave its notes for the balance in three equal installments due in one, two and three years, bearing six per cent interest and secured by a first deed of trust and notes executed by said American Mineral Company.
As said repeatedly by this court, the time has long since passed when the tenure of lands by deed was dependent upon the technical meaning of certain words in an instrument without regard to the context and the circumstances attending their use. [Long v. Timms, 101 Mo. 519 ; Hannibal & St. Joe R. R. v. Frowein, 163 Mo. 1.]
The contention of counsel that the conditions expressed in the deed are to be ignored if they conflict with the granting clause, can not be countenanced. The intention is to be gathered from the four corners and all parts of the document. Being an option, only, time was of the essence of the agreement and both parties so interpreted the document. [Hollmann v. Conlon, 143 Mo. 369.]
There is not the slightest evidence that plaintiff’s grantor, the American Mineral Company, performed its part of the agreement, and it is very clear it had no authority to sue in our
The case is so devoid of equity, it is somewhat difficult to give it serious consideration.
The relief prayed is inconsistent with the contention of counsel for plaintiff. If, as he asserts, this document executed by defendants was a valid deed of conveyance, and the St. Joseph Company had notice of it, the defendants being in possession, his remedy was an action at law in ejectment. It is not surprising that Mr. Pipkin soon tired of the performances of Garland, the president of the American Mineral Company,- and hastened to sever his connection with the concern.
As there are ample grounds upon which to affirm the judgment, and as the court excluded the correspondence between Mr. Pipkin and Garland and still found for defendants, we deem it entirely unnecessary to discuss that ruling, since Garland’s own testimony showed that he was president of the American Mineral Company and advised Mr. Pipkin by letter before October 1, 1897, that the company does not want the land. He testified a majority of the board of that company declined to ratify his contract for the lands in suit. It is plain that the only party with whom defendants contracted refused to comply with the terms of the option and after that, Garland, Dyas and plaintiff were juggling with the said contract for their own private benefit. They stood in no better position than the American Mineral Company and as that company had repudiated the agreement, nothing was left to bind defendants.
The plaintiff’s case is without equity and was properly dismissed.