Toupin v. Peabody

| Mass. | Jan 1, 1895

Barker, J.

Assuming that the instrument of August 20, 1888, is not a demise for two successive terms of five years each, we are nevertheless of the opinion that it is “ a lease for more than seven years from the making thereof,” within the meaning of Pub. Sts. c. 120, § 4, which enacts that “ A conveyance of an estate in fee simple, fee tail, or for life, or a lease for more than seven years from the making thereof, shall not be valid as against any person other than the grantor or lessor and his heirs and devisees, and persons having actual notice of it, unless it is recorded in the registry of deeds for the county or district in which the real estate to which it relates is situated.” The statute is part of our system of registration of titles to land, and the general purpose for which it was established was to enable a purchaser of land to rely upon the information furnished him by the registry of deeds, if he has no actual notice of some different state of facts as to the title. See Dole v. Thurlow, 12 Met. 157; Earle v. Fiske, 103 Mass. 491" court="Mass." date_filed="1870-01-15" href="https://app.midpage.ai/document/earle-v-fiske-6415959?utm_source=webapp" opinion_id="6415959">103 Mass. 491.

The intention of the particular clause in question is that a bona fide purchaser without actual notice may rely with certainty upon the fact that no instrument which does not appear of record, and of which he does not have actual notice, can give a tenant for years the right to any longer term than for seven years from the making of the instrument. The statute is a remedial one, and upon the principles of construction applicable to such statutes its general intention and purpose are to be given due effect, and cases which are clearly within its general intention are to be governed by it. See M’Mechan v. Griffing, 3 Pick. 149; Woodbury v. Freeland, 16 Gray, 105; Brown v. Pendergast, 7 Allen, 427; Johnson v. Gibbs, 140 Mass. 186" court="Mass." date_filed="1885-10-23" href="https://app.midpage.ai/document/johnson-v-gibbs-6421788?utm_source=webapp" opinion_id="6421788">140 Mass. 186; Atcheson v. Everitt, Cowp. 382; Winchester's case, 3 Co. Rep. 1, 4.

The general intention of the section in which the clause is found is, that no instrument operating to create an interest in land greater than an estate for seven years shall, unless duly recorded, be valid as against any person other than the one who makes it or his heirs or devisees, unless such person has actual notice of the instrument. In expressing this intention, conveyances in fee simple, fee tail, and for life are first specified, and the enumeration closes with the words, “or a lease for more than seven years from the making thereof.” In respect of estates for years, the term during which the land which a purchaser had bought could be kept from his possession by the holder of an unrecorded lease was the important matter to be fixed by the statute, as by his conveyance the purchaser acquired the right to rent and the other rights of the lessor. In fixing upon seven years from the making of the lease as the length of a term which might be valid as against a bona fide purchaser without actual notice, the Legislature intended that to be the utmost which a lessee for years under an unrecorded instrument could claim as against such a purchaser, whether the instrument demised directly a longer term, or provided for its indirect crea.tion by an agreement for renewal at the lessee’s option. A lease for five years, with the right to have a renewal for five more, is as much within the mischief which the statute seeks to remedy as a lease for a term of ten years, and the reasons for requiring the latter to be recorded apply equally to the other, so far as the renewal term is concerned.

We do not decide whether an instrument which makes a present demise for a term of seven years or less, and which provides for a further term which with the present demise will exceed seven years from the making of the instrument, either by way of a new lease to be made by the lessor or by the effect of the lessee’s mere continuance in possession after the expiration of the first term, if not recorded, is wholly void as to a bona fide purchaser without actual notice, or whether it may be good for the first term of seven years or less.

It is enough for the purposes of this case to hold that as to any extension, or second term, or agreement for renewal, which will carry the possession of the lessee to more than seven years from the making of the instrument, every instrument which confers an estate for years is within the meaning of the statute. The instrument on which the plaintiff relies was of this nature, and so far as it purported to give him the right to a second term of five years it was invalid as against a purchaser without actual notice.

The plaintiff contends that it may well be claimed that the defendant had actual notice of the lease. But while it appears from the agreed facts that the defendant knew that the plaintiff was in possession of the drug store as a tenant, it also appears that the defendant was informed and believed that the plaintiff had no written lease, and that it was not until two months after the purchase that the defendant first learned that the plaintiff had a written lease, and was informed of its terms. It is well settled that facts sufficient to put a purchaser upon inquiry are not sufficient to affect him with actual notice of an unrecorded instrument within the meaning of the language of the statute. Pomroy v. Stevens, 11 Met. 244. Parker v. Osgood, 3 Allen, 487. Lamb v. Pierce, 113 Mass. 72" court="Mass." date_filed="1873-09-15" href="https://app.midpage.ai/document/lamb-v-pierce-6417350?utm_source=webapp" opinion_id="6417350">113 Mass. 72. Keith v. Wheeler, 159 Mass. 161" court="Mass." date_filed="1893-05-19" href="https://app.midpage.ai/document/keith-v-wheeler-6424591?utm_source=webapp" opinion_id="6424591">159 Mass. 161. Upon this branch of the case the only legitimate inference from the agreed facts is that the defendant did not have actual notice of the lease.

Nor can the plaintiff rely upon the case of Cunningham v. Pattee, 99 Mass. 248" court="Mass." date_filed="1868-03-15" href="https://app.midpage.ai/document/cunningham-v-pattee-6415334?utm_source=webapp" opinion_id="6415334">99 Mass. 248, in which it was held that, in equity, one who purchases an estate knowing it to be in possession of a tenant is bound to inquire into the nature of the tenant’s interest, and is affected with notice of its extent, and, if the tenant has a written lease, with notice of that fact and of the contents of the lease, including a covenant to renew. The clear distinction between that case and the present is, that in Cunningham v. Pattee the original term and the extension were together for less than seven years, and the statute now under consideration had no application. As the statute applies here, we must give it the same force in equity as at law, with the result that, as the defendant had no actual notice of the lease, it is not valid'as against him either in equity or law.

Our view of the effect of the statute makes it unnecessary to consider the question whether the plaintiff’s conviction of the offence of maintaining a common nuisance in the drug store during a portion of the first term of his tenancy ought to preclude him from maintaining a bill in equity for specific performance of the agreement for renewal.

The case was reserved upon the pleadings and the agreed facts for the consideration of this court in banc. Let the bill be dismissed, with costs. So ordered.