31 Conn. 1 | Conn. | 1862
The original bill seeks to foreclose the re7 spondents’ interest in certain mortgaged premises, but the parties have conflicting claims to the property, and the result in the superior court was a decree in favor of the respondents upon their cross-bill and answer, by which the petitioner’s interest therein was foreclosed, unless he paid to the respondents
The premises are the two outer sections of a tract of about twenty-five acres, upon the central section of which the respondents’ rifle factory is situated. The whole tract was purchased by Robbins & Lawrence for the purpose of erecting the factory thereon, (and which was soon after the purchase elected,) under a contract between them and the respondents, dated January 9th, 1852, by which they bound themselves, with the aid of $>40,000 advanced by the respondents on their giving satisfactory security therefor, to purchase the necessary land, and erect thereon and equip a manufactory for the making of rifles, and to manufacture for the respondents twenty thousand Sharps’ rifles, to be paid for on delivery, and the whole to be made and delivered by the 1st day of January, 1855. It was further provided by the contract that the land should be conveyed to the respondents, who were to hold it until the contract was performed, and then to reconvey it to Robbins & Lawrence; with a right, however, at their election to become the absolute owners of it by purchase, upon giving six months’ written notice of their election so to purchase; the price to be fixed by an appraisal, to be made by three disinterested appraisers, one to be named by each party and the third by the two thus appointed. The title to the twenty-five acres was, in accordance with the terms of the contract, conveyed to the respondents, and they have ever since held the central portion, on which the factory was built, having in 1857 become the absolute owners of it by an election to purchase it, and by proceedings taken for the purpose under the contract. On the 11th of December, 1855, they released their interest in the two outer sections to Robbins & Lawrence, to enable them to mortgage the same to Fox, Henderson & Go.; and Robbins & Lawrence having accordingly executed the mortgage, and it being now held by assignment by the present petitioner, he seeks by this bill a foreclosure upon it. After the contract of January 9th, 1862 was executed, the respondents made further advances to Robbins & Lawrence, besides the $>40,000 provided for therein, to secure which Robbins & Lawrence, on
The respondents’ rights in the property then, previous to their release of the 11th of December, 1855, were based upon the contract of the 9th of January, 1852, with the legal title which they held under that contract, and upon the mortgage of September 23d, 1853. The contract of January 9th, 1852, so far as it provides for a conveyance of the legal title to the land to the respondents, and a reconveyance by them to Robbins & Lawrence when the twenty thousand rifles were manufactured and delivered, in connection with the fact that the legal title to the land was by deed conveyed to the respondents pursuant to the contract, shows clearly that the land was held by them as a security for the performance of that contract for the manufacture of rifles. If this part of the contract had been embodied in the deed it would have been but an ordinary defeasance in a mortgage, and it can surely make no difference that two instruments instead of one were executed, or that they were executed on different days. If they were to form but parts of one contract, courts should give effect to them according to the intention of the parties. As a security for the performance of the contract to manufacture and deliver twenty thousand rifles, the land can only be held for such damages as the respondents have suffered by the failure of Robbins & Lawrence to perform that contract, and Robbins & Lawrence would be equitably entitled to demand a reconveyance to them on their performing the contract or paying the damages caused by their non-performance. The provision for the purchase by the respondents at their election is all that gives the contract any peculiarity. But this is an independent provision in the contract, the performance of which on the part of Robbins & Lawrence was secured, if the respondents should elect to purchase, by their taking the legal title in the first instance, instead of relying upon the voluntary act of Robbins & Lawrence, or upon the power of a court of equity to enforce
Before coming, however, to the questions arising upon the decree in favor of the respondents on their cross-bill, it is
“ Voted, That the president be authorized to execute a release of the company title and interest in and to the land and buildings lying east of a line drawn parallel to the eastern wall of the boiler house annexed to the main factory building, and distant therefrom in an easterly direction three feet, extending from the Little River on the north to the Babcock farm on the south, except the strip of land lying north of the street and between the brook and the enclosed land, on which strip of land the cartridge shop and magazine of the company are situated; also, all the land and buildings thereon lying west of a line drawn from Little River to the Babcock farm, parallel with the west side of the factory building and distant therefrom one hundred and fifty feet; to Robbins and Lawrence, to enable them to secure the sum of one hundred and thirty thousand dollars, advanced to them by Pox & Henderson, toward a contract for twenty-five thousand Minie Rifles ; and on the fulfillment of said contract, said land and buildings, with all the machinery, tools, engines and fixtures, to be reconveyed to said Sharps’ Rifle Manufacturing Company; and upon condition that the said Robbins and Lawrence éxecute a mortgage of said premises, buildings, machinery, stock, fixtures and tools so mortgaged to said Eox & Henderson, or to other parties for their use and benefit, to said Sharps’ Rifle Manufacturing Company, independent of any other lien ; and also to secure to the company the right to take the entire property, as contemplated by the contract of 9th of January, A. D. 1852, at such time as may be acceptable to the executive committee.”
We think, notwithstanding the ingenious argument of the respondents’ counsel, that it was the clear intention of the parties by this vote to release the right of purchase provided for by the contract of January 9th, 1852, as well as every right and interest which they had in the two outer sections of land described in it. Such to our minds is the plain import of the vote itself, and taken in connection with the deed, and with an agreement made by the respondents with Rob
By the terms of the contract, if the respondents elected to take the property they were to take it at an appraisal, made by appraisers to be specially selected and appointed for that purpose. We think that the finding of the value by the committee can not be substituted for this formal appraisal thus specifically provided for. The petitioner has a right to insist upon the terms upon which alone Robbins & Lawrence agreed to sell the land. They had provided for three appraisers, and the precise mode in which they were to be selected was stated in the contract. The judgment of the committee may be as sound as that of any other man or body of men, but it is not the judgment of the men upon whose opinion alone the land was agreed to be sold. The committee was appointed, not for his particular skill as an appraiser of real estate, but to find the facts in the case, and he doubtless acted upon the question of the value of the property, as he did upon all the other facts of the case, upon such evidence as was before Mm; whereas the mode contemplated by the contract looked principally, if not entirely, to the judgment of the appraisers themselves, upon a personal inspection of the property. It is obvious that the results of these two modes might be very different. Besides this there is no allegation of value in the cross-bill, for the purpose of laying the foundation for the respondents’ claim to take the land; nor is it alleged that the land has in fact .been taken, but the contrary is expressly
But while this difficulty is fatal to any decree in favor of the respondents upon the claims set up in the cross-bill, it does not settle the right of the petitioner to a decree of foreclosure in his favor upon the whole case, since it may well be, that although the decree sought can not be rendered in favor of the respondents, either because facts enough are not alleged in the cross ' bill, or are not found by the committee, on which to base such a decree, still enough may be found to show that the petitioner has no equity which will entitle him to a decree in his favor, either for the whole or for any part of his claim. Hence, if it be true that the respondents have a large claim against the British government, the payment of which they have no means of enforcing except by an application of it to the claim which that government is endeavoring to enforce against them through this petition, they have a right, undoubtedly, to offset so much of it as they may be enabled to establish, against the claim which that government is attempting to enforce by an appropriation of this land by the foreclosure, the respondents having very valuable legal and equitable rights in the land. But we have great difficulty in finding from the report of the committee that any considerable amount of damage has been sustained by the respondents through the improper acts of the agents of the British government, and we do not see that this damage has been found as a fact by the committee in such a manner that we can act upon it. It is found that by reason of the requirement that the Maynard primer lock should be attached to
We make these suggestions not so much uith reference to the simple question of whether there is error in the decree foreclosing the petitioner’s interest in the premises, upon the facts alleged in the respondents’ cross bill and found by the committee, as with the view of aiding the parties in presenting to the court the whole case upon any future hearing that may be had in it. We are satisfied that the decree in favor of the respondents upon their cross-bill is erroneous ; first, because the re
In this opinion Dutton, J., concurred; Butler, J., dissented; Sanford, J., did not sit.