Smith v. Tyler

57 Mo. App. 668 | Mo. Ct. App. | 1894

Gill, J.

— This is a suit in equity whereby the plaintiff seeks to charge the defendant with an alleged profit he is said to have realized in the purchase and sale of certain land in Johnson county. The plaintiff, Mrs. Smith, resided in the state of Ohio and, with her sister, owned two hundred and forty acres of land in Johnson county, Missouri. Defendant Tyler was a real estate agent at Warrensburg. In the year 1887, Mrs. Smith and her sister put the land into the hands of Tyler to rent or sell. It seems to have been, mostly, what is termed low bottom land and subject to frequent overflows, so much so indeed, that it was only occasionally that crops could be raised. The rents were small and the proceeds to Mrs. Smith so meager that she became anxious to sell, and defendant was pressed to find a purchaser. After a delay of two years, and (if defendant is to be believed) after much effort, Tyler on November 18, 1889, by letter submitted an offer of a party for the land at $10 per acre, or $1,200 for plaintiff’s share. Mrs. Smith answered by letter dated November 20, accepting the proposition. Thereupon Tyler made out the deed at Warrensburg to one Stepper, the purchaser, sent it forthwith to the plaintiff in Ohio and it was returned duly executed to Tyler on or about December 4, 1889. The $1,200, less commission, cost of abstract, etc., was duly forwarded to Mrs. Smith and her deed to Stepper was filed for record.

On the same day (December 4, 1889) Dr. Stepper, Mrs. Smith’s grantee, conveyed the same land to defendant Tyler and the deed went to record at about the same time as the deed of Smith to Stepper. About six months thereafter Tyler sold or traded the land at a price in excess of the consideration received by Mrs. Smith, and it is this excess (alleged to be $1,200) that is the subject of this action.

The substance of plaintiff’s petition is, that the defendant violated his duty to plaintiff, and himself became the real purchaser of the land;, “that the said Greorge O. Stepper was never in fact the purchaser of said land, tb at the relation of the said Stepper to each of the conveyances herein above set forth was that of a mere nominal party ; that the conveyances aforesaid were in fact the successive steps whereby the defendant covertly, by indirection and deceit, and in abuse of the trust and confidence reposed in him as plaintiff’s agent wrongfully and fraudulently sought to acquire for his own benefit plaintiff’s interest in said land,” etc. And the court is asked to require said defendant to account for the proceeds arising from such subsequent sale.

The answer denies all fraud in making the sale of plaintiff’s land; alleges in detail defendant’s bona fide efforts to make a sale; that said Stepper was nota nominal, but a good faith purchaser in his own right, but that after said Stepper made said purchase he became dissatisfied therewith and sold the same to defendant for the same price he had paid plaintiff therefor.

The court heard the evidence, decided all the issues in defendant’s favor, and plaintiff brought the case here by appeal.

There is no principle of the law more universally enforced byr the courts than that demanding the entire loyalty of the agent to the interests of his principal. So careful is the law in guarding the abuse of this relation, that the agent will not be allowed to occupy a position of temptation even to commit wrong against the one who has employed him. For this reason, a party can not act as agent for the seller and at the same time be the purchaser. Such transactions are void as to the principal unless ratified by him with full knowledge of all the circumstances. And should the agent transgress this rule, and thus acquire property belonging to his principal, he will be understood as holding it, and all the profits made on account thereof, as trustee for the benefit of the principal. Story oh Agency [9 Ed.], sec. 210; Mechem on Agency, sec. 454, et seq.

The law, then, applicable to this case may be stated in this way: If defendant Tyler, while employed by Mrs. Smith to sell her land, undertook to acquire the property by a sale to himself; and to that end used Stepper as a mere conduit or blind, to deceive his principal; in other words, if Stepper was only a nominal vendee while Tyler, the agent, was intended as the real purchaser — then the courts should treat the transaction as it was in substance, a sale by the agent to himself, and hold him responsible to his principal for all profits which subsequently accrued. But if, on the other hand Stepper was in fact a purchaser in good faith and on his own account, and subsequently sold the same property to Tyler, then the transaction must be upheld and plaintiff has no case.

It must be conceded that, on the face of things, without explanation, a case of strong suspicion is made against the good faith of defendant Tyler. He received the deed from Smith to Stepper on the third or fourth day of December — at all events, it was placed on record December 4; and at the same time a quitclaim deed from Stepper to Tyler, with a deed of trust back to secure $1,800 (Tyler to use of Stepper), was also placed on record. • These are circumstances supporting the claim that Stepper was a mere “straw man,” used by Tyler to get the property out of Mrs. Smith and her sister; that Tyler was the real purchaser, and that Stepper was merely loaning Tyler a portion of the purchase .price.

However, this is all fully explained by the testi,mony of Tyler and Stepper; and, if they are to be credited, there can be no doubt as to the entire good faith and legality of the transaction — that it was a tona fide sale to Stepper, followed by a subsequent purchase by Tyler. It appears, not only from the sworn statements of Tyler and Stepper, but from the testimony of not less than two other reputable witnesses, that Tyler made strenuous efforts to sell the land at figures in advance of $10 per acre, and that he tried to induce other men of means at Warrensburg to buy the property at that price. Stepper and Tyler both testify that Stepper (known to be one dealing in lands) was induced to investigate the property and make a bid on the same; that Stepper was in doubt as to its being worth so much as $10 per acre, and that, while in this state of doubt, the defendant said he would purchase it himself at that figure if he only had the money, and that, if Dr. Stepper got dissatisfied, that he (Tyler) would take it off his hands; that, relying on the good judgment of Tyler and his guaranty, Stepper authorized Tyler to submit the cash offer of $10 per acre; that this offer was sent to Mrs. Smith, in Ohio, and she accepted the same. Dr. Stepper further swears that, after thus binding himself to purchase the property, and during the two weeks or more that intervened between that date and the closing of the sale by deed, he (Stepper) made diligent efforts to find a purchaser for an advance, but failed; and that, when the deed from Mrs. Smith to him was ready for delivery, he had concluded to accept Tyler’s offer, and so advised him, and, to put it in the power of Tyler to take the land, he (Stepper) agreed to give him time on $1,800 of the purchase money, he (Tyler) paying ten per cent, interest. Stepper explicitly declares that he was not acting as a nominal purchaser for Tyler, but in his own right, and, if he had found some one willing to take the property off his hands at a profit, such gain would have been his own, and Tyler would have had no interest in the same.

This and other evidence (which we can not well repeat in the brief space of an opinion) fully sustains the finding of the lower court that defendant Tyler did not betray the interests of his client j that Dr. Stepper, and not the defendant, was in fact the real purchaser of the land from Mrs. Smith. There were some circumstances and some oral testimony tending to impeach Mr. Tyler’s good faith in the matter, and tending to prove that he, and not Stepper, was the real vendee; yet the preponderance of the evidence is in favor of the defendant. Anyhow, since the trial judge had the witnesses before him, and was better prepared than we to pass on their credibility, we feel inclined to defer to his finding.

A discussion of the cases cited by plaintiff’s counsel will serve no good purpose. In the. beginning of this opinion we have noticed all the law that can find any application here; and these decisions to which our attention has been called are only valuable in their conformity with such recognized law:

The judgment is for the right party and will be affirmed.

All concur.