18 Iowa 232 | Iowa | 1865
Tbe fact that tbe contract between plaintiff and Eobertson was tainted with usury is admitted, and knowledge thereof on tbe part of defendants is not contested. No question is made as to tbe tender, nor as to tbe right of plaintiff to redeem, if for any cause tbe sale made by tbe trustee to bis co-defendant'shall be held to be invalid. So that all our inquiries are to be confined to this part of tbe case; it being, in effect, admitted, that if this was regular, and in accordance with tbe power conferred upon tbe trustee, tbe bill should be dismissed, and tbe purchaser remain undisturbed in bis title. Plaintiff relies upon
As we conclude that the decree below must be affirmed upon the last point made, it is unnecessary to examine the others in detail; and yet it is due to defendants, perhaps, to state that none of these (unless it may be the seventh), in view of the testimonjq strike us as entitled to much weight. True, some of them are not entirely free from doubt, in the minds of a portion of the court; but while we might treat them all as insufficient to invalidate the sale, we should still have to meet the last objection, which we unite in holding fatal to its validity.
And here the parties differ more upon the facts than the law. The rule is, in effect, admitted as stated in The Bank of the Old Dominion v. Dubuque and Pacific Railroad Company, 5 Iowa, 277, and similar authorities: That when a trustee, acting for others, sells an estate,- and becomes interested in the purchase, the cestui que trust is entitled, in equity, to set aside the purchase and have the property reexposed to sale; and this without inquiry whether the bargain was or was not advantageous to the trustee. This case is sustained by the following among other authorities, and of its correctness there can be no doubt: Davoue v. Fanning, 2 Johns. Ch., 252, where many of the English and American decisions are thoroughly and ably discussed; Jackson v. Van Dalfsen, 5 Johns., 43; 3 Binney, 54; 4 Id., 43; Fox v. Mackreth, 6 Vesey, 627, reported in 1 Eq. L. Ca., 172; 1 Story’s Eq. Juris., § 322; Clark v. Lee, 14 Iowa, 425; McGregor v. Gardner, Id., 326; Moore v. Same, 1 Seld., 256; Michaud v. Girod et al., 4 How., 503; Wormsley v. Wormel, 8 Wheat., 421; 2 Sug., 109; Church v. Insurance Company, 1 Mason, 341.
We need not stop to inquire into the reason of the rule. It is sufficient that it is well settled by an almost unbroken series of decisions, and that it is founded in the plainest principles of reason and j ustice.
Leaving the authorities, then, for the present, we come to the facts. It is admitted that the trustee and purchaser were partners, and jointly purchased the demand against plaintiff from Eobertson; that they were jointly interested in the debt and security. The facts, in relation to the interest of the trustee in the purchase, are derived from 'the depositions of the defendants themselves, and are as follows : To the fourth cross-interrogatory, W. H. McHenry says: “ It was agreed between me and M. D. McHenry,
The other defendant says: “ W. H. McHenry was my partner in the purchase of the debt; when he was about to sell the property I told him that if it had to be bought in, I would buy it in my own name and on my own account, and allow him, on settlement, what was right for it; to which he assented, and I bought the property under that arrangement. The firm owed me, on the transaction with Robertson, more than the worth of -that property.”
We unhesitatingly accept this view of the transaction as developing its true character. Without the aid of the
In other words, it is but too manifest that if a third person had bought, they would have realized for the property just the amount of the bid. To one-half of such bid would the trustee have been entitled in the adjustment of the film accounts; but now he can require and is entitled to a full half-interest in the property, whatever its value. Nothing can be clearer than that M. D. McHenry bought with the understanding, not that he was to account alone for his bid, but was to hold the property for the benefit of himself and partner, jointly. If he had sold the next day for $3,000, the interest of the trustee would have been $1,500, instead of $700, or one-half the amount for which the property was sold. He became the trustee of his co-defendant, holding the property for their joint benefit. And if so, the interest thus acquired by the trustee would invalidate the sale as clearly as if the bid had been in his own name.
It is as though there had been an express understanding that the purchaser was to take the title, and afterwards convey it in whole or in part to the trustee. And that such a transaction could not be upheld, is well sustained by the authorities above cited, and many of those cited therein.
The language of many of the cases but demonstrates the correctness of this conclusion. Thus, if the trustee becomes interested in the purchase, the cestui que trust is entitled, as of course, to have the sale set aside. 2 Johns. Ch., 251; 8 Iowa, 277.
The danger of temptation does, out of the mere necessity of the case, work a disqualification. Nothing less than incapacity being able to shut the door against temptation,, when the danger is imminent, and the security against discovery great, the wise policy of the law has, therefore, put the sting of disability in the temptation as a defensive weapon against the strength of the danger which lies in the situation. The parts which the buyer and seller have to act, stand in direct opposition to each other in point of interest, and the conflict of interest is the rock, for shunning which the disability has obtained its force, by making that person, who has one part intrusted to him, incapabh of acting on the other side. The York Buildings Company v. Mackenzie, decided in 1795, 8 Bro. C. P. Trustees of every description, who have power to sell, can never, by director indirect means, become the purchaser of the trust property. Litchfield v. Credworth, 15 Pick., 24; Copeland v. Mercantile
But we need not add authorities, or further discuss the case upon its facts. We unite in the opinion that the trustee had such an interest, or was to derive such a benefit from the purchase made in the name of his co-defendant, as to leave us no alternative but to concur in the decree of the court below setting aside the sale, and said decree is therefore Affirmed.