108 Kan. 73 | Kan. | 1920
The opinion of the court was delivered by
This was an equitable proceeding to compel the delivery of a deed and the completion of a transfer of a tract of land, and from a judgment in favor of Jeannette Neal, the defendants, M. D. Owings and Lillie R. Owings, appeal.
The first contention of the defendant is that the court erred in appointing a receiver. The case was peculiarly one for the appointment of a receiver. (O’Laughlin v. Prockish, 106 Kan. 616, 189 Pac. 383.) There were growing crops on the land in which plaintiff was interested in case she prevailed in the litigation. It was also important that the cultivable land should be put in crops during the period of litigation and to prevent deterioration and waste. This was the extent of the power given to the receiver. According to plaintiff’s allegation, the contract had been made, the deed executed and both placed in the bank for delivery upon compliance with conditions which it is averred were performed by plaintiff. These things, if shown, made the plaintiff the equitable owner of the land and entitled her to the delivery of the deed. Under these circumstances the covenants of the deed would relate back to the time of the contract and the plaintiff would be entitled to the rents accruing after that date. (Scott v. Stone, 72 Kan. 545, 84 Pac. 117.) Under the pleadings and the showing made on the application as to the crops and the condition of the land, it was for the interest of both parties that a receiver be appointed to care for
Elaborate findings of fact were made by the court from which those already recited have been taken. As to the vital facts there is practically no dispute, and indeed there is little ground for controversy as to the rights of the parties. A contract of sale was finally made which embodied all the' conditions named by the defendants. The deed was executed and placed in the hands of the mutually chosen depositary. The defendant directed the bank to deliver the deed upon compliance with the terms of the contract. Substantial compliance with the agreed conditions was made by the plaintiff, and when this was done, the plaintiff became the equitable owner of the land. The manual delivery of the deed was not essential to a transfer of the equitable title as the delivery to the bank was in legal effect a delivery of it to the grantee. (Davis v. Clark, 58 Kan. 100, 48 Pac. 563; Gault v. Hurd, 103 Kan. 51, 172 Pac. 1011. See, also, Baker v. Snavely, 84 Kan. 179, 114 Pac. 370; Akins v. Holmes, 89 Kan. 812, 133 Pac. 849.) It is suggested by defendants that under the issues as formed only the delivery of the deed was involved in the case and that the court was not warranted in adjudicating other issues. If the only question raised by defendants had been the failure of the depositary bank to deliver the deed the action might have been brought against the bank alone, but the grantors were asserting misrepresentation and fraud and attacking the validity of the escrow agreement. It was therefore proper to bring the grantors and depositary into court and thus procure a determination of the existence and validity of the contract, and whether there had been compliance with its conditions as well as the right of the plaintiff to the delivery of the deed. It is a rule of equity that all matters involved in a controversy between parties to a suit shall so far as practicable be adjudicated in that suit, and thus put an end to the litigation.
The defendants suggest that the contract was not valid be
The contention, that the transfer was void because the deed was signed and placed in the bank for delivery in reliance upon the statements made in the letter of Judge Price, is without merit. There was nothing in that letter to mislead them. He wrote to and dealt with them at arm’s length, telling them that he had been employed as an attorney for the plaintiff and that if they refused to carry out the contract he would bring an action against them to compel performance. The legal effect of their agreement and conduct was stated by him, and further, that the plaintiff would insist that the transaction be closed according to the contract. They had no reason to rely on statements as to the law made by an attorney of their adversary. His representations related to the law of the controversy that had arisen between the parties and, besides, it appears that the rules of law were correctly stated by the at
It is further urged that the failure of the agent to inform defendants of the advance of the price of land avoided the contract. This is not a litigation between the agent and the owner and, besides, the land was not listed to be sold at its actual value but at a specified price fixed by the owner himself. There had been a slight advance in values because of the promise of good crops in the vicinity, but it appears that this promise was not realized at the harvest time, and further, it appears that the defendants had knowledge of the crop conditions. before the sale was made.
Another contention is that the contract should not be enforced because the sale was made to the wife of the agent. An agent should, of course, deal with his principal openly and fairly, and it devolves on him to disclose any interest he may have in the property which is the subject of the agency. An agent, however, may be the purchaser of the property intrusted to him to sell, if it is done with the knowledge and consent of the principal. On account of the relationship between the agent and his wife, good faith and fair dealing probably required a disclosure as to who was purchasing the land, but it appears that the owner was fully informed in this respect. Long before the execution of the deed the agent informed the owner that the sale had been made to his wife. She was designated as the purchaser in the contract and was named as grantee in the deed, and further, the bank was instructed by the defendant to deliver the deed to her upon compliance with the terms of the contract. Since the-defendants had full information as to the purchaser when the deed and final contract were made, the rule.invoked by the defendants does not apply.
Nor is there any ground for the contention that the money tendered to the bank as a cash payment was insufficient. The amount tendered was made through the agent who withheld the amount of his commission. It had been agreed between the parties that the commission should be taken from the cash payment and the amount was stipulated in the contract deposited with the bank. Instructions had been given to the bank to close the transaction according to the terms of the contract.
It is further urged that the findings are not justified by the evidence. The findings were made in great detail, much greater than was necessary. Those that are material to the determination of the real issues in the case are well supported by the testimony, but it is not deemed necessary to recount and review the evidence supporting each of the findings questioned. It is clear that the case was fairly and thoroughly considered by the trial court and that a correct result was reached.
The judgment is affirmed.