30 Mich. 296 | Mich. | 1874
The sum demanded in this controversy is claimed to be -due for advances made by the firm of T. P. Sheldon & Go., of which the claimant is survivor, for the benefit of George W. Bice in bis life-time, under a written contract bearing date August 10, 1857, and to which T. P. Sheldon & Go. were the parties of the first part, and David S. Walbridge and George W. Bice the parties of the second part. In tbis contract it was recited that “the above parties have
It is claimed that Sheldon & Co. made the purchase as was contemplated by the contract, finding the title in William B. Ogden, and procuring from him a conveyance; and that Rice died before his proportion of the advances had been repaid. To recover that proportion a claim was presented against his estate in the probate court, but it was resisted on the ground that the contract was illegal and void on its face. The ground of supposed invalidity was that Walbridge and Rice, who were administrators of the Burdick estate, undertook by the contract to deal for their own benefit with property belonging to that estate; and this, it was said, the law would not permit. And there being no dispute that Walbridge and Rice were such administrators, duly appointed by the proper court in this state, the probate judge held the objection valid and fatal to the claim, and his determination was affirmed in the circuit court on appeal.
The question, then, 'on this writ of error, is whether the probate and circuit courts have erred in their conclusions regarding the validity of this contract. The claimant in the argument in this court has planted himself upon the ground that the contract, correctly interpreted, does not necessarily imply in the Burdick estate any interest what
If the contract had merely referred to the lands as-“owned or pretended to be owned” by the estate and the bank, this argument might be accepted as reasonable, or at least plausible, and the explanatory evidence might have been entitled to considerable weight. But the contract goes very much further, and not only recognizes an interest in those lands as belonging to the estate, or at least a claim made thereto by the estate, but it provides for the purchase thereof by Sheldon & Co. on the joint account of the parties contracting, at a price which is to be measured by the price paid to the bank for a similar interest or claim. This seems so plain on the face of the contract as to be incapable, of being explained away; but if it were open to explanation, any evidence which should go no further than to show that the estate had' in fact no title, would not explain it away, or, perhaps, affect the construction in any manner. The estate may have had no ownex-ship, and yet' have asserted one under such circumstances and with such grounds of equity or of apparent legal right as might have given to its claim a certain money value which these parties, for reasons of their own, were disposed to recognize and pay for; estimating such value as bearing a certain proportion to the own
It being thus seen that the administrators of Burdick were bargaining with others to make a purchase on their ■own account, and apparently for their own benefit, of an interest owned, or claimed by the estate, were the probate and circuit courts in error in holding that the contract was void on its face for that reason ? This is the principal question in this case; and if the general rule of law, which the lower courts applied to the case, was correctly applied, the question is not difficult of solution. It has •been uniformly held that administrators, or other persons
The rule is clear, but it is still possible that it may not be applicable to this case, in view of its peculiar facts. Walbridge and Eice, as has been seen, were administrators on the estate, appointed in the state of Michigan. The lands which were to be purchased lay in the state of Illinois. Did these lands come under their control so'as to be subject to their trust ? This may depend upon the proper solution of another question, namely, whether their letters of administration could have extraterritorial force. In general, it must be conceded the appointment of an
It may be said that by the contract they assumed to fix on behalf of the estate the consideration which should be paid for its interest or claim. But this would be an idle assumption, if in fact they had no authority to make a sale. Their understanding that the price should be one sum or another, or be arrived at in one way or another, could not bind the heirs, or influence in any manner a sale under a subsequent administration in Illinois. To render it obligatory upon any one, they must first have agreed with the heirs what the price should be, and they must have acted as the agent of the heirs in bargaining. Perhaps an inference would arise from this contract that it was some such previous agreement with the heirs which enabled the administrators to speak with such confidence regarding the price when making this contract. If the heirs were all of age and competent to act on their own behalf, and if the property in Michigan was ample for the payment of all demands against the estate, such an agreement would have been perfectly legal, and in no respect immoral or blamable. It cannot be said, therefore, that this contract is on its face presumptively fraudulent, and consequently void, when nothing appears in it that is inconsistent with a state of facts which would remove it entirely from the operation of any principle which has been objected to it, and render it unobjectionable.
It is perhaps to be regretted that the case is not here upon a full finding of the facts, to the end that a final disposition might now be made of it. But many things in regard to which this record is silent might be suggested as open to proof on a new trial, and liable, perhaps, to influence or control the final determination of the case. Some of the facts which do appear point to an inference that Ogden’s title, whatever it was, was held in trust for the
The judgment must be reversed, with costs, and a new trial ordered.