Ryan v. United States

May 19, 1890

1307

Versions:

Mr. Justice Harlan,

after stating the-facts, as above reported, delivered the opinion of the court.

No question is made in this case, as in view of the decisions of this court and the statutes of Michigan there could not properly be, in respect to the right of the United States, by purchase, to acquire the premises in dispute for the purposes of fortification and garrison expressed .in the act of Juty 8, 1886. Kohl v. United States, 91 U. S. 367 ; United States v. Jones, 109 U. S. 513; Van Brocklin v. State of Tennessee, 117 U. S. 151, 154; 2 Howell’s Anno. Stats. Mich.-§§ 5202, 5203.. Nor can it be doubted that what was done'by the Secretary of War and by other officers of the government acting under his direction was within the limits of the authority conferred by that act. It is équally clear that in the absence of the.Sec-' retary the authority with which he was invested could be exercised by the officer who, .under the law, became for the time Acting Secretary of War. Eev. Stat. § 17-9.

But the defendant insists that the alleged contract between him and the government was not valid or binding under the statute of frauds of Michigan, which provides- that “ every contract for the leasing for a longer period than' one year, or for the sale of any lands, or interest in lands, shall be void, unless the contract, or some note or memorandum thereof, be in writing and signed by the party by whom the lease or sale is to be made, or by some person by him lawfully authorized by writing.” Howell’s Stat. § 6181. His contention is, that the writings, including telegrams, which are,relied upon to establish a valid, binding contract, do not, in themselves, show that the lands therein referred to are the lands in question, and, therefore, no written memorandum, such as the statute requires was executed. In support of this view we are referred to Gault v. Stormount, 51 Mich. 636, 638. In that case, the memorandum was only a receipt, given at Wyandotte, Michigan, by the party selling, showing that he had received from the party proposing to buy “ the sum of $75 as part of the principal of $1050 on sale of my house and two lots oil corner of Superior and Second streets 'in this city.” This receipt was held to be insufficient to answer the requirements of the statute, for the reason that “ though it specified the purchase price, it failed to express the time or times of payment, and there is no known and recognized custom to fix what is thus left undetermined; ” the court adding that “ a memorandum, to be sufficient under the statute, must be complete in itself, and leave nothing to rest in parol.” It will be observed that the memorandum- in that case was not rejected as' insufficient 'because of any want of fulness in the description of the premises, nor is there any intimation that such description, (if the case had turned upon that point,) might not have been aided by extrinsic parol evidence, identifying the premises intended to be sold. That case did not in any degree modify the decision in Eggleston v. Wagner, 46 Mich. 610, 618, where the court said : “ A further objection is that the proposal' did not sufficiently describe the real estate to satisfy the statute of frauds. The general principle is not questioned. The degree of certainty with which the premises must be denoted is defined in many books, and the cases are extremely numerous in which the subject has been illustrated. They are all' harmonious. •But they agree in this, that it is not essential that the description have such particulars and tokens of identification as to render a resort to extrinsic aid entirely needless when ■ the Writing comes to be applied to the subject matter. The terms may be abstract and of a general nature, but they must be sufficient to fit and comprehend the property which is the subject of the transaction; so that with the assistance of external evidence, the description, without being contradicted- or added to, can be connected with and applied to the very property intended and to the exclusion of all other property. The circumstance that .in any case a conflict arises in the outside evidence cannot be allowed the force of proof that the written - description is in itself insufficient to satisfy the statute.”

Did the papers which passed between the parties, constituting the memorandum of the transaction, contain such a description of the lands in dispute as was sufficient, in connect tion with extrinsic evidence hot contradictory of nor adding to. the written description, to meet the requirements of the Michigan statute of frauds?- "We say “the papers,” because the principle is well established that a complete contract binding under the statute of frauds may be gathered ffom letters, writings and telegrams between the parties relating to the subject matter of the contract, and so connected with each other that they may be fairly said to constitute one paper relating to the contract. Beckwith v. Talbot, 95 U. S. 289, 292; Ridgway v. Wharton, 6 H. L. Cas. 238; Coles v. Treco thick, 9 Ves. 234, 250; Cave v. Hastings, 1 Q. B. D. 125, 128.; Long v. Millar, 4 C. P. D. 450, 456.

.Turning now to the eviden-ce in the case there would seem to be no ground for doubt as to the sufficiency of the description of the lands. Cady’s telegram of September t, 1886; Kyan’s response thereto on the same day; ,his written proposal through Cady to the board of army officers on the 8th; and the formal written notification to Byan on the 11th of September,- by the president of the board, of the acceptance by the Acting Secretary of War of his proposal of the 8th, show that the lands which the defendant proposed to sell to the United States, and which the government agreed to buy, ■for the sum of $12,000, was the “ S. W. ¿ of the S. W. of sec. 6, and the S. E. of the S., E. \ of sec. 1, subject to the opening.of Easterday Avenue along the south line.” And this description of the premises must be taken in connection with the act of Congress, showing that the authority given to the Secretary of War was to purchase grounds “in or near the village of Sault' Ste. Marie.” It is said that neither the telegram of Cady to Ryan nor the latter’s response thereto identified the lands by naming any township or range. But Ryan’s written proposal through Cady to sell did give the township and range, and the government’s written acceptance of the 11th of September referred to that proposal by its date of September 8, 1886. It is well said by the Solicitor General that, in the absence of any evidence to show it, or to. raise doubt upon the subject, the presumption is not to be indulged that Ryan owned, in or near the village of Sault Ste. Marie, two tracts of land in different townships and ranges which would answer the description of “ southwest quarter of southwest quarter of section 6, and southeast quarter of southeast quarter of section 1.” The only fact which gives even plausibility to the contention we are considering is the absence from 'the written proposal-of Ryan, as well as from the written acceptance of the government, of any express statement as to the particular village in which the lands were situated. But this defect, if it be one, is supplied by the communication of Colonel Poe, of October 6, 1886, -in which he transmits to Ryan the letter of instructions from the War Department of September 80, 1886, in which the lands that the board recommended to be bought — the recommendation alluded to in the government’s letter of acceptance of September 11, 1886, addressed to Ryan — are referred to as containing “about 75 acres of land at Sault Ste. Marie.” Besides the deed executed by Ryan and' wife, and delivered by them to the United States, describes the lands. as being “ in the village of Sault Ste. Marie.” Whatever may be said as to the effect of this deed in passing title, if it was delivered only for purposes of examination, or if the previous memorandum of sale' had been .for any reason fatally defective under the statute of frauds, its recitals, coming as they do from the vendor, are competent for the purpose of showing the precise locality of the property which the memorandum of sale was intended to embrace. Jenkins v. Harrison, 66 Alabama, 345, 355, and authorities there cited.

For these reasons we are of opinion that, the written proposal of the defendant to sell the premises in dispute at the price of twelve thousand dolíais, and the written acceptance of that proposal by the government, through its authorized' officers, constituted a valid contract, mutually binding upon the parties under the Michigan statute of frauds. In "this view, the notification given by the defendant on the 1st of April, 1887, to the Secretary of War, that he had arranged for a different disposition of the property, and that further negotiations were unnecessary, did not affect the' rights of the government. A mere offer to sell, real estate, upon specified terms, may undoubtedly be withdrawn at any time before its acceptance. Such is the general rule.' But if .the offer be accepted without conditions, and without varying its terms, and the acceptance be communicated to the other party without unreasonable delay, a contract arises, from which neither party can withdraw at pleasure. Was there an unreasonable delay upon the -part • of the government in accepting the defendant’s offer:? Clearly not. The acceptance was within a few days after the offer. Nor, after the acceptance, was there any such delay by the government as entitled the defendant to abandon the contract, or to treat it as rescinded. He was informed by the act of Congress, of which he was bound to take notice, that the approval of the title by'the Attorney General was a condition precedent to the payment by the Secretary of War of the price for the lands. He recognized the fight of the government to have the title examined.. He was furnished with a copy of the regulations prescribed by the Department of Justice for the examination of the titles-to property where such titles- were to be passed upon by. thp Attorney General. The defendant himself was dilatory in furnishing the necessary abstracts and papers relating to the title. And while the Attorney General was. engaged in the examination of the title, he assumed to withdraw from .the contract, and to convey a part of the premises to the village of Sault Sainte Marie. The delay which occurred after that conveyance came to the knowledge of the government was necessary in order that it might, before paying for the lands, secure a reconveyance of .such part thereof as had been conveyed by Ryan to the village. That result being obtained, the government made the tender of the full amount it agreed to pay.

■ It is said, however, that the deed was delivered to the officers of the government only for the purpose of an examination of the title, and that they had no right to put it on record. This view has been pressed upon the theory that there was no valid contract upon the part of Ryan for the sale of the land, and that he had the right to withdraw his proposal to sell at the time he assumed to do so. If he had not been bound by contract to sell the lands, at the time he withdrew his offer, the placing of the deed upon record would have been unauthorized, and might not have passed the title as between the defendant and the United States. In the case supposed the government, upon being notified of the withdrawal of the offer to sell, would have been under a duty to return the deed. But we have seen that long before such attempted withdrawal there was a valid contract that bound the parties, the one to sell and the other to buy the lands at an agreed price. The attempt to withdraw the offer did not, therefore, impair the rights of the government. The deed was delivered in execution of that contract, with the intention that it should become presently operative when the Attorney General approved the title, and the government had the right to put it on record when the title was approved by that officer. The title was approved by him, and thereupon the government became bound to pay the price it agreed to pay for the lands. The delay in making the tender was due to Ryan’s efforts to evade or defeat his contract.

There are one or two other matters that require to be examined. It is said that the defendant was not the owner of these lands at the time when, according to the views already, expressed, there arose a binding contract between him and the United States. But the title was in him prior- to 1883, and was again in him on the 6th of December, 1886, as well as on and. after December 18, 1886, when he. and his wife executed and acknowledged the deed of the United States. If he- chose to bind himself by contract to sell land that he did not at the time own, but the title to which he subsequently acquired and conveyed by general warranty, he will not, in an action of ejectment based upon the title so conveyed, be heard to say that he had no title at the timé he agreed to sell.

It is, also, said that the deed from Eemegius Chartier, S. J., to James E. Eyan, for .ten acres of these lands, and the deed from James E. Eyan and wife to Thomas Eyan were void, as to that ten acres, because the previous deed of James E. Eyan and wife to Chartier showed, upon its face, that said ten acres ■were the.property of “ The Fathers of the Society of Jesus for the purposes of education and other works in accordance with their constitution.” In the view we take of this question it is unnecessary to determine the precise nature of the interest, if any, acquired by that society in the ten acres conveyed to Chartier, nor to determine whether the court below correctly .interpreted the words “absolutely void” in section 5583 of the Statutes of Michigan, which declares that “when the trust shall be expressed in the instrument creating the estate, any sale, conveyance or other acts of the trustees, in contravention of the trust, shall be absolutely void.” The legal title was in Chartier, his successors and assigns, in trust for the purposes of education and other -works in accordance with the constitution of his society, “ with power to sell and dispose of the same to accomplish the same ends in case circumstances should require it.” He thus had the power, under some circumstances, to sell and convey. He did sell and convey by a deed which did not disclose upon its face a violation of the trust, and his grantee, holding then the legal title to the entire premises in dispute, conveyed to the defendant, who with his wife covenanted in their deed to. the United States that' they were seized of the premises in fee simple, free .from all incumbrances whatever, and that they, and their heirs, executors and administrators, would warrant and defend the title against all lawful claims whatsoever. The title acquired by him, after he contracted to sell to the United States, enured to the benefit .of his grantee. He is estopped to dispute his grantee’s right of possession, or to dispute, as between him and his grantee, the title he assumed to convey with general warranty. In Van Rensselaer v. Kearney, 11 How. 297, 325, it was said that the principle deducible from the authorities was “ that whatever may be the form or nature of the conveyance used to pass real property, if the grantor sets forth on the face of the instrument, by way of recital or averment, that he is seized or possessed of a particular estate in the premises, and which estate the deed purports to convey; or, what is the same thing, if the seizin or possession of a particular estate is affirmed in the deed, either in express terms or by necessary implication, the grantor and all persons in privity with him shall be estopped from ever afterwards denying that he was so seized and possessed at the time he made the conveyance. The estoppel works upon the estate, and binds an after-ac-•mired title as between parties and privies.” See, also, Bush v. Cooper, 18 How. 82, 85 ; Crews v. Burcham, 1 Black, 352, 357; Moore v. Crawford, 130 U. S. 122, 130 ; Jackson ex dem. Danforth v. Murray, 12 Johns. 201. And such is the established doctrine of the Supreme Court -of Michigan, which said, in Smith v. Williams, 44 Michigan, 240, 242 — an action of ejecthdent— “vhat when one assumes by his deed to convey a title, and bf any form of assurance obligates himself to protect the gran 'ee in- the enjoyment of that which the deed pur- . ports to. give llim, he will not be suffered afterwards to acquire or'assert a title and turn his grantee over to a suit upon his cpvenant for rec ress.” See also Case v. Green, 53 Michigan, 615, 620.

The United States has established a good title and right as against the defendant, and that is sufficient to entitle it to judgment in this ac ion of ejectment.

These oonsideratio <is require cm affirmance of the judgment below a/nd it is so ordered.