3 Sandf. 437 | The Superior Court of New York City | 1850
The bill in this cause states, that an agreement was entered into by the plaintiff to purchase of the defendant a house and lot in the city of Hew York, and that, at the time of making such agreement, the defendant Msely and fraudulently represented to the plaintiff, that the premises were free and unincumbered; that the title had been procured through the court of chancery by the father of the defendant, and that all quit rents therein reserved had been extinguished and discharged. That the plaintiff was induced to purchase, trusting to such representations, and that they were made for the purpose of defrauding him in the purchase of the property. The bill then goes on to state a conveyance by the defendant, in pursuance of the previous contract, and a compliance by the plaintiff with its terms on his part; that the defendant, at the time of the execution and delivery of the conveyance, falsely and fraudulently represented and declared,
To this bill the defendant demurred: 1. Because the plaintiff’s remedy was at law upon the covenants in his deed; and 2. Because the bill did not set forth with sufficient certainty, the terms and amount of the-quit rent, the time when payable, of the land out of which it issued.
The second objection appears to us to be well founded. All bills should be sufficiently full and certain, to enable the court, upon the proof or admission of the facts contained in them, to grant the relief sought for. This is a familiar principle, too-plain to need either illustration or authority. How, what decree
We think it impossible to answer these questions from the bill itself. Its statements are so general and indefinite, that there are not sufficient data from which the court could grant any relief to the plaintiff. The demurrer is therefore well taken on this ground; but as the defect might be remedied by an amendment, we proceed to consider the principal objection to the bill, to wit, that the plaintiff lias no right to relief in a court of equity.
It is a familiar doctrine, that upon the execution of a deed or written contract, all previous representations or conversations are merged in the writing, which is deemed to contain the stipulations finally agreed on between the parties, and by it alone, if there be no fraud, all their rights are to be determined. It is also well settled, that the party who accepts a deed upon the purchase of real estate, is confined, upon a failure of title, to the covenants contained in his deed, and if he has taken a deed without covenants, he has no remedy at law or in equity. The only exception is where the contract or some of its stipulations have been induced by fraud. (Abbott v. Allen, 2 J. C. R. 519.)
Where there have been fraudulent representations upon a sale as to a material fact, courts of equity will interfere in favor of the purchaser, even after the acceptance of a deed with covenants, and possession taken of the premises purchased. It is not enough, however, that the vendor made representations which turn out to be untrue, he must have hnown them to be untrue. It is the Imowledge which constitutes the fraud. (Edwards v. McLeay, Cooper’s Ch. Cases, 305; S. C. on appeal, 2 Swanston, 287; Woodruff v. Bunce, 9 Paige 443.) And the representations must not only be fraudulent, but they must be of such a character, that the purchaser has no means of discover
To apply these principles to the facts of the present case. The plaintiff alleges that the representations were false and fraudulent; but at the same time he shows that the quit rent, in relation to which the fraudulent representations are said to have been made, was matter of public record, and that the truth or falsehood of the representations might have been ascertained by him at the time of the purchase, as easily as since that time. The books of the corporation, containing the original grant reserving the quit rent, were as accessible then as now. If the purchaser did not think it worth his while to examine, but relied on the word and covenants of the defendant, to those covenants he must go for relief. But again, the plaintiff does not seek to rescind the contract, he merely asks to be indemnified against the quit rent and against his loss, in not being able to sell the property; nor is there any allegation in the bill from which it could be inferred that he was willing to rescind. He does indeed say, that he offered to return the property; but it was not on being repaid the purchase-money, and such sums as he had in good faith expended on it, but “ at a less valuation than he had agreed to sell it, and far less than he could have sold it for had the title been such as it was represented to be.” In other words, he offered to resell the property at a price fixed by himself.
It is said, however, that a court of equity will decree the performance of a general covenant of indemnity, though it sounds, only in damages, upon the principle on which they entertain bills quia timet. Whether this be so or not, the difficulty is, that
We are therefore of opinion, that the plaintiff has not made out a case entitling himself to the relief sought by his bill, and that his remedy is confined to an action on the covenants in his deed. The demurrer is well taken on both points, and the bill must be dismissed with costs.