118 Mich. 109 | Mich. | 1898
{after stating the facts). The theory of the complainant’s bill is that the territory formerly covered by the. waters of this lake should be divided among .the shore owners in proportion to the amount of shore frontage owned by each; that such ownership extends to the center of the lake, to be equitably established by the court; and that such territory should be partitioned by convergent lines drawn from the outside limits of each frontage to a convergent point called the ‘ ‘ equitable center.” To the bill is attached a map purporting to contain such equitable division.
The equitable center is placed a short distance east of the center line of the section, and about 12.84 chains north
The only reference made in the bill to the agreement above given, or to the action of the parties thereunder, is as follows:
“And your orator further alleges that within the last four or five years, by mutual consent, your orator and the said defendants shared in the expense of pumping out and draining the said inland lake, your orator paying three-fifteenths of said expense, the defendant the Lake Superior Iron Company four-fifteenths, and the defendant the Cleveland Iron-Mining Company the balance, so that now said lake has been drained of water, except what is easily disposed of by moderate pumping.”
The claim of the C. I. M. Co. is thus stated:
“1. The patent under which the defendant the Cleveland Iron-Mining Company claims title gave it title to the whole east half of section 40 to the south line thereof, and complainant is barred from objecting to this claim, because it has treated a body of water covering a portion of that territory as of no value, and joined in the draining of the water, as if the land was merely swampy ground, value-able only when reclaimed and made dry land.
“2. Because it has title by adverse possession for more than 15 years.
“3. Because the south se'ction line of section 10 was*121 fixed as a boundary by agreement between the parties; that agreement being recognized and evidenced by tbe pumping contract and its written adjuncts, and was followed by continuous acts of recognition thereof, and expenditures based thereon, by both parties.
“4. Because the pumping contract is an estoppel by deed against the complainant from now asserting title.
“5. Because the complainant is estopped by matter in pais from asserting title to the land.
“6. Because the complainant is estopped by its laches.
”7. Because, as a tenant of a portion of the premises in dispute, complainant is estopped to deny defendant’s title.”
The claim of the L. S. I. Co. is thus stated:
“1. That there has been a practical division of the lake bed between the parties; that contracts, explorations, and mining operations have been carried on on the strength of such division for many 'years, in which large sums of money have been expended, without any certainty at the time of such expenditures that returns would be realized by the defendants therefrom; and that, by such division and long course of construction between the parties, the complainant is estopped to claim any portion of the lake bed lying north of the section line.
“2. That the pumping contract, executed by the several parties under their corporate seals, and expressly providing that it shall be binding upon the successors and assigns of the several parties, making it a contract running with the land, amounts to a division of the -lake bed by deed duly executed by the several parties.
“3. That the pumping contract is so entirely based upon the division of the lake bed above mentioned, and said division forms so essential a part of the contract, that, if such division be set aside or disregarded, the contract itself must fall; that in such case not only is the agreement to continue the drainage of the lake at an end, but either party has a right to demand that the drainage of the lake must stop, and the water allowed to rise to its original level, — a result which, after all that has been done under the pumping contract, and in reliance upon it, would work great injustice to the defendants.
“4. That if the original division of the lake be disregarded, and a new division must be made, such division must be made by the middle line or thread of the lake, in accordance with the common-law rule for division of the bed of fresh-water streams.”
The difficulty in apportioning the territory according to the theory of complainant is apparent from its irregular form. It seems conceded by the learned counsel for the complainant that the division according to the diagram made a part of its bill cannot be sustained, because they concede that it may be more equitable to divide the two arms of the lake according to the river rule, viz., the medium filum aguce. It must also be conceded that the C. I. M. Co., under this rule, would be entitled to some of the territory lying under the southeast arm of the lake south of the section line. In this territory the complainant, in 1891, discovered valuable ore, which it has mined through its shafts, levels, and drifts. Complainant has no means of ascertaining how much ore was taken from this territory, part of which, under its theory, belongs to the C. I. M. Co. Part of the territory has caved in, and the rest is filled with waste rock.
The distance from the south section corner, between sections 10 and 11, to the meander line, is 125 feet. The meander line then runs from the south section line, in a northwesterly direction, 225 feet, and thence to the northeast. Complainant’s proposed line of division upon the northeast almost entirely cuts off this frontage of the C. I. M. Co. Another complication results from the fact that the C. I. M. Co. is the owner of a small piece of land in the southwest corner of the southeast quarter of section 10, which is 100 feet in length on the section line.
The manner in which the equitable center was established in this case appears from the testimony of one of complainant’s own witnesses, Mr. Bradt, an engineer:
“ Q. How did you locate your center point in the lake ? What guided you ?
" A. I refer you to Mr. Clark, our attorney.
“ Q. What did he tell you to do to find that center point ?
“A. He didn’t tell me to find it; he found it himself.
“ Q. How did he find it ?
“A. You will have to ask him.
“ Q. What did he tell you about that point? What information did he give you ?
“A. He simply asked me to compute courses and distances that would converge at a point that he selected and designated.
“ Q. Did he tell you the angle to make?
“A. No, sir.
“ Q. Now, I wish you would give us just what Mr. Clark gave to you as a basis from which you did that work.
“A. Mr. Clark located upon the map a point that might be considered the equitable center, and I was, from that point, to compute courses and distances from the section line which would converge or meet at that point.”
This same witness also admits that the apportionment on his diagram deprives the C. I. M. Co. of any frontage on the southwest shore of lot 7.
The above statement is sufficient to show the difficulty in making an equitable apportionment, and while nothing was said during the negotiations leading up to the agreement, or in the agreement itself, in regard to the difficulty, it may have had much to do in the minds of the officers and agents of the respective parties in fixing the terms of that agreement. That contract was a deliberate settlement of the boundary line between the lands of the three
The first obstacle for the complainant to remove, before resorting to an equitable apportionment, is this contract, recognized as valid and acted upon for nearly five years by all the parties. It attempts to do this by asserting that in making that contract it relied upon the case of Clute v. Fisher, 65 Mich. 48, as establishing the rule that the territory should be divided by the government lines, and that it rested upon that case as the established law until the decision of Grand Rapids Ice & Coal Co. v. South Grand Rapids Ice & Coal Co., 102 Mich. 227 (25 L. R. A. 815, 47 Am. St. Rep. 516), claiming that the latter overruled the former, and that in making that contract there was a mutual mistake which entitles it to the relief prayed. The former case was decided in February, 1887, and the latter in September, 1894. This claim depends upon the testimony of Mr. Kidder, the superintendent of complainant. He testified that, upon learning of the decision in Clute v. Fisher, he obtained the opinion of Mr. Clark, its attorney, to the effect that the decision established the rule that the government lines controlled; that he thereupon removed some of the buildings which complainant had erected on land made by it north of the’ section line on the southwest quarter; that he learned of the decision in Grand Rapids Ice & Coal Co. v. South Grand Rapids Ice & Coal Co. in the last of December, 1895; that he then applied to Mr. Clark for his opinion, which he received February 8, 1896.
“I accepted Mr. Clark’s opinion as final on the subject, so far as to govern my actions. I understood it to be only a matter of opinion. I understood it to be his opinion, but that the decision was definite by the Supreme Court.
“Q. So long as the matter remained in an opinion, it was a matter of doubt, wasn’t it ?
“A. .Yes.
“Q. You were also aware of the fact that the courts sometimes change their opinions, were you not ?
“A. I have very frequently thought that, with reference to this very thing, the Supreme Court might change sometime.
“Q. And rather than investigate any further, or raise any question about it, you concluded to accept the opinion as rendered by Mr. Clark. Is that it?
“A. Yes; that is so.”
In Clute v. Fisher the lake contained 32.68 acres. Plaintiff owned about three-fourths of the frontage. Defendant owned no land fronting upon it, but claimed that the title was in the State. The question of the division of the lake was not involved. The place where the ice was cut was conceded to be in territory owned by the plaintiff, unless his title was limited tó the meander line. A diagram of that lake is found in 102 Mich. 231, and the issue clearly stated in the opinion of Chief Justice McGrath. Ah examination of the briefs shows that the question of a division among the riparian owners was not mentioned. That part of the opinion was therefore mere dicta, and was an erroneous statement of the law, as was subsequently held in the case between the ice companies. The mere dicta in the opinions of courts are not controlling. It may, however, be conceded that the statement of the learned justice who wrote the opinion, which was concurred in by the entire court, might fairly be considered as enunciating the law in this State applicable to inland lakes of such size, while it also recognized the correct rule in larger lakes. The Supreme Court of the
We will first discuss and dispose of the question raised upon the theory that complainant relied upon the decision of Clute v. Fisher as an authoritative enunciation of the law in its negotiations and contract with the defendants, and that all the parties so understood it. The following, then, is the situation: We find that the parties, in reliance upon that case, entered into a deliberate contract establishing their boundary lines and determining the amount of territory belonging to each. Complainant made the contract with knowledge that it gained territory south of the line, known to be valuable, while it surrendered territory north of the line, not then known to possess any value. All parties are chargeable with knowledge that each was to incur risks of its own, make its own expenditures upon its own land according to the agreement, and, by reason of its expenditures and improvements, would be placed in such a position that it could not be restored to its former status quo. The anticipated result came. The explorations, expenditures, and improvements were made, each company making them at its own risk. It is impossible to restore the status quo or to render exact justice between the parties, because the data are not in existence. It is doubtful if a result approximately correct could be reached upon an accounting. It would be impossible to determine its correctness, within many thousands of dollars. The result of complainant’s contention would be that, whenever any case had been overruled, every transaction or agreement based upon that decision may be set aside by the courts, if not barred by the statute of limitations. The agreements and settlements of parties, made with full knowledge of the facts and in reliance upon the law, ought to be as binding as the judgment of the court in a particular case. If ten other similar suits had been pending when Clute v. Fisher was decided, and judgments had been rendered in reliance upon that decision, the courts could not now set them aside. The law is not
“The general rule certainly is (as has been very clearly stated by the Supreme Court of the United States) that a mistake of the law is not a ground for reforming a deed founded on such a‘ mistake; and, whatever exceptions there may be to this rule, they are not only few in number, hut they will be found to have something peculiar in their character, and to involve other elements of decision.” 1 Story, Eq. Jur. § 116.
“Upon a close survey, rhany, although not all, of the cases in the latter predicament will be found to have turned, not upon the consideration of a mere mistake of law, stripped of all other circumstances, but upon an admixture of other ingredients, going to establish misrepresentation, imposition, undue confidence, undue influence, mental imbecility, or that sort of surprise which equity uniformly regards as a just foundation for relief.” Id. § 120. See, also, Id. § 128.
Kent, the learned chancellor, said:
“A subsequent decision of a higher court, in a different case, giving a different exposition of a point of law from the one declared and known when a settlement between parties takes place, cannot have a retrospective effect and overturn such settlement. The courts do not undertake to relieve parties from their acts and deeds fairly done on a full knowledge of facts, though under a mistake of the law. Every man is to be charged, at his peril, with a knowledge of the law.. There is no other principle which is safe and practicable in the common intercourse of mankind. And-to permit a subsequent judicial decision in any one given case, on a point of law, to open or' annul everything that has been done in other cases of the like kind, for years before, under a different understanding of the law, would lead to the most mischievous consequences. Fortunately for the peace - and happiness of society, there is no such pernicious precedent to be found. This case, therefore, is to be decided according to the existing state*128 of things when the settlement in question took place.’’ Lyon v. Richmond, 2 Johns. Ch. 51.
An examination of the cases cited by complainant’s counsel will show that there were other considerations in them besides a naked mistake of law. To analyze them would make this opinion unnecessarily long. A brief reference to two will suffice. In Whelen’s Appeal, 70 Pa. St. 410, there existed a failure to furnish evidence for which the applicant called and to which she was entitled. The court refers to the well-settled principle, and says:
“This doctrine, though founded on principle and supported by authority, will not be allowed to bar the way to relief, where the party seeking to avoid the consequences of his own deed shows that he has acted upon a want of proper knowledge, which he was not able to obtain, though vigilant and diligent in his search for it, or where information to which he was entitled, and which was necessary to the formation of a correct judgment as to the performance of a proposed act by which, his rights are to be affected, has been withheld from or refused to him. * * * It is clearly settled that where, with a mistake in law, there is found mixed up other ingredients, showing misrepresentations, stating that which is not true, or concealing that which ought to have been made known; where imposition, undue influence, mental incapacity, or surprise are established,- — -relief will be afforded to one who has thus been imposed upon and induced to do that which it is contrary to equity to maintain.”
In Blakeman v. Blakeman, 39 Conn. 320, petitioner purchased of defendant land, including a right of way through a lane, and paid a greater price than would have been paid for the land alone. There had been an appurtenant right of way, which had ceased by operation of law. The d efendant represented that the way still existed, and would pass by the deed. The court says: “Both parties were mistaken in relation to the fact of the existence of the way, — a mutual mistake.”
This case is stripped of all other circumstances. It contains no element of misrepresentation, imposition, suppression, undue influence, undue confidence, imbecility, or
Do the contract settling the boundary line, and acquiescence therein, and the acts done thereunder, estop complainant to now assert a different line ? The rule is settled by the decisions of this court that, where disputed boundary lines have been established by express agreement, or under such circumstances that an agreement will be implied, and parties have for any considerable time recognized them, they will be upheld, though title by adverse possession could not be maintained. Joyce v. Williams, 26 Mich. 332; Smith v. Hamilton, 20 Mich. 433 (4 Am. Rep. 398); Jones v. Pashby, 67 Mich. 459 (11 Am. St. Rep. 589).
According to the testimony on the part of the complainant, there was a dispute as to the boundary line. Mr. Kidder testified that the superintendent of the C. I. M. Co. asked him for a deed of the land lying north of the section line, and that he for his company declined to give it, making the same claim that he now asserts. If his testimony be true, and for this purpose the company must ’Stand by its own testimony, there was a dispute, and it
Complainant, however, invokes the doctrine that title to land cannot rest on estoppel on account of the statute of frauds, and that a vote of three-fifths of the entire stock of the company is essential, under the statute, to convey title. The obvious reply to the first proposition is that it is also established that the statute of frauds does not apply to boundary lines, and that the doctrine of estoppel will be applied to the voluntary adjustment of disputed boundaries. Hayes v. Livingston, 34 Mich. 384. Under the theory of complainant, corporations could not settle boundary lines without a meeting of the stockholders called to pass upon the alienation of its lands, and the doctrine of estoppel could never be applied to a boundary line between corporations or between a corporation and an individual.
So, too, in reply to the second proposition, it may be said that the statute does not apply to the voluntary adjustment of these lines, but to alienation by deed of conveyance. Complainant was not alienating, dividing, or selling any of its real estate, within the language of the statute. 1 How. Stat. § 4052. “Alienation” means, in law, a transfer of title by conveyance. Webst. Diet.; Cent. Diet. The C. I. M. Co. claimed title by virtue of the original patent. Complainant owned no specific piece of land north of the section line, even under its own theory, which could be measured by metes and bounds. How much, if any, it owned could only be determined by agreement or the decree of a court of equity. If it surrendered land north of the line, it gained other on the south. There was no such alienation of lands as required the vote of the stockholders.
The contract was the act of the three parties to it. It was introduced by the complainant as a valid contract. It was executed with all the formalities of a deed. It had the seal of the corporation. Complainant, as well as the
Another singular result of complainant’s contention is this: The annulment of the pumping contract, and the substitution by the court of another in its stead. Courts may annul contracts for fraud or mistake, but they cannot make and substitute others. Complainant did not offer by its bill to have the court fix its proportion of the cost of pumping out the water and mud from the lake, nor define its position upon the contract. Upon the hearing, and after proofs were in, it asked to have the court virtually set the contract aside, and make another one for the parties. The contract was a continuing one, and provided for the continuance of the drainage. Can a court of equity make an agreement for the parties requiring them to keep the water of this lake pumped out, and fix the amount each shall pay, upon a basis which neither contemplated or assented to? Would the parties originally have entered into a contract such as the complainant now asks to be made? In the summer of 1893 the parties disagreed as to the continued liability under that clause of the contract relating to the drainage, and a claim was made against the complainant. Its superintendent replied to this claim by stating that it was under no circumstances interested in pumping out the mud, and that, had such a contingency been stated in the contract, it would not have become a party to it. If complainant would not then tolerate a change in the contract contrary to its understanding, upon what reason can it now ask the court to make one for its benefit, contrary to the express terms of the one the parties made? The court must either affirm the contract in toto or wholly set it aside. The foundation of the contract was the settlement of the boundary lines, and the division of the territory and apportionment of expense in accordance therewith. The court cannot set it aside as to the boundary lines, and reform or remake it upon an equitable division of the territory. ' If set aside, the contract is at an end, and the lake must be left to fill
Complainant is entirely without equity. It doubted the correctness of the rule of Clute v. Fisher, and thought that a different rule might some time prevail. It was then its duty to take steps to test the question, before permitting defendants to enter into a contract and explorations involving over $100,000. It should, at least, have informed the defendants of its claim, and given them the opportunity to make a contract with that in view. This claim would not have been heard of unless the C. I. M. Co. had developed a valuable mine. The fact that the venture proved successful after large expenditure creates no equity for this complainant. The skill, energy, and money of that company developed a valuable property. It ought, in justice, to reap the benefit, and the complainant ought to be estopped to participate in the benefit, unless an unbending rule of law prevents. Twin-Lick Oil Co. v. Marbury, 91 U. S. 592; Clegg v. Edmondson, 8 De Gex, M. & G. 787. It would not have offered to bear its share of the loss if unsuccessful, nor could it have been compelled to.
Furthermore, it was guilty of laches in keeping silence when it ought to have spoken. Every one is presumed to know the law. Therefore it must be presumed to have known of the law enunciated in Grand Rapids Ice & Coal Co. v. South Grand Rapids Ice & Coal Co., supra. It had an able attorney, who keeps well versed in the decisions of the courts of this State. Yet it waited 2£ years before asserting its claim, and still 9 months after obtaining the opinion of its attorney that Clute v. Fisher was no longer the law. It waited until circumstances and conditions have so changed that it is impossible to restore the status quo.
Decree affirmed, with costs.
