Hopkins v. Smith , 111 Mass. 176 ( 1872 )

Colt, J.

The bill alleges substantially that the defendant and Franklin Hopkins, Senior, deceased, by deed duly recorded, onveyed to the plaintiff a certain wharf together with the flats to which, as owners of the wharf, they were entitled ; that a part of the flats which were so conveyed, and to which they were entitled as owners of the wharf, were held by the grantors, Smith and Hopkins, in common with other proprietors in the Mystic River Corporation, a company chartered for the purpose of owning, improving and selling the same; that the defendant and Hopkins, Senior, before the conveyance of the wharf to the plaintiff, paid certain assessments made by the corporation upon the proprietors, and had taken receipts therefor, which, in accordance with a vote of the corporation, were issued in the form of certificates of stock, and were issued to the defendant and Hopkins, Senior, individually in equal amount; that the right to the benefit of these assessments and a transfer of these certificates was conveyed to the plaintiff by the deed of the wharf from the defendant and Hopkins, Senior; and that without these receipts or certificates he is unable to collect dividends declared by the corporation, and is deprived of the benefit of his interest in the flats so held. The prayer is that the defendant may be decreed to transfer these receipts or certificates to the plaintiff.

Upon the facts disclosed in the master’s report, and in the agreed statement of the parties, we are of opinion that the plaintiff is entitled to the relief prayed for.

By the St. of 1852, c. 105, the city of Charlestown and the other proprietors of lands and flats situated in Charlestown and bounded as there described, were authorized to inclose and fill up a portion of the flats between the north and south channel in Mystic River, and for that purpose were made a corporation with power to hold real and personal estate, by the name of the Mystic River Corporation. By the St. of 1855, e. 481, the right to build warehouses, to lay vessels at the wharves and receive wharfage therefor, was given, and the capital stock of the corporation was fixed, with a proviso that no shares should be issued for a less amount to be paid in than the par value.

The rights granted were thus, by the terms of the act, limited to the riparian proprietors therein named, and under it the city of Charlestown, as the owner of the Hew City Wharf so called, became the owner of a certain share in the flats for the improvement of which the charter of the Mystic River Corporation was obtained, and which it was agreed, by a subsequent apportionment among all the owners, should be a certain fractional undivided right in the whole, proportioned to the number of feet owned on the shore. It is this interest which the plaintiff now claims to hold.

In 1857 the city conveyed to the defendant and Hopkins, Senior, “ copartners,” the New City Wharf, describing it by metes and bounds, together “ with all the flats to which the city is entitled, as owner of the above-described upland and wharf, by an act of the Legislature called the Mystic River Corporation,” and took back a mortgage on the same property of even date and referring to the deed, to secure most of the purchase money. The conditions of this mortgage were not fulfilled, and in 1863 the city made an arrangement that Hopkins, Senior, should occupy the wharf for three years on paying one half the interest, and taxes for that time; but no steps were taken to foreclose the mortgage.

The plaintiff acquired his title by two quitclaim deeds of the same date, one from the city conveying the wharf with all the flats to which the city was entitled by virtue of the' mortgage from the defendant and Hopkins, Senior, and the other from the defendant and Hopkins, Senior, bounding the upland and wharf, with the words, “ also all the flats which we are entitled to as owners of the above-described upland and wharf. Being the same premises conveyed to us by the city of Charlestown,” with the date and registration of the deed referred to. These deeds convey to the plaintiff all the rights of property which were conveyed by the original deed to the defendant and Hopkins, Senior. The reference to that deed, which contains nothing in conflict with the particular description given in the deed to the plaintiff, must be held to enlarge, if necessary, the description in the latter so as to include all that is conveyed by the former deed. Foss v. Crisp, 20 Pick. 121. Whiting v. Dewey, 15 Pick. 428.

The case finds that the corporation recognized the title of the defendant and Hopkins, Senior, under the deed of the city, to the original interest in the flats and to the privileges secured by the charter, and issued to them, as owners of that interest, the certificates or receipts in question. But it is insisted that the plaintiff acquired no right to these certificates by the conveyances to him, because they are to be treated as certificates of stock in an independent corporation which the defendant holds in his own right. This is a question of intention to be ascertained by applying the terms of the deed to the subject matter. From the facts stated in the record, and the documents referred to, it is evident that the payments by the defendant for which these vouchers were issued, were made under a scheme adopted by the proprietors for the purpose of fulfilling the declared object of their incorporation, and thus improving their original interests in the flats. The money obtained from these assessments was applied to no other use, and went to increase the value of the real estate. In accordance with the plan adopted by the proprietors, and which was for a time followed, the certificates of stock so called were issued, not only for the money actually paid in, but for such portion of the proprietors’ original interest in the property as would, upon an established valuation, equal the amount paid in. But the stock so issued represented only a small part of the original interest, and when the defendant and Hopkins, Senior, conveyed to the plaintiff, that interest was held by them as originally conveyed, with no attempt to represent it by stock, and unchanged in condition, except as it had been improved by means of the assessments in question. See Holland v. Cruft, 3 Gray, 162, 173.

The defendant’s deed to the plaintiff conveying property of this peculiar description, with no words of reservation, is sufficient to transfer all his interest in the Mystic Biver Corporation and its improvements, including his interest in the stock issued; and the plaintiff is entitled therefore to a transfer of the certificates or receipts, as evidence of property which from its peculiar character he would otherwise lose the benefit of, and for the refusal to transfer which the remedy at law would be inadequate. Story Eq. § 703. Duncuft v. Albrecht, 12 Sim. 189, 199.

Decree accordingly, with costs.