Martin v. Angell , 7 Barb. 407 ( 1849 )

By the Court, Allen, J.

The only material question presented by the bill of exceptions in this cause, is whether the facts found upon the trial created an estoppel, and precluded the plaintiffs from enforcing the contract of March, 1846. As an estoppel operates to exclude evidence, the question whether it has been established must necessarily be a question of law, to be decided by the court, although it may incidentally require the decision of questions of fact. The judge was therefore right in deciding the question as matter of law, and not submitting it to the jury. (Co. Litt. 352 a. Steph. Pl. 239. Lewis v. Carstairs, 5 Watts & Serg. 209. Dezell v. Odell, 3 Hill, 215. Hall v. White, 3 C. & P. 136. Cowen & Hill’s Notes, 200 et seq.) The doctrine of estoppels, legal as well as equitable, has been so frequently and fully discussed in the recent cases in this country and in England that a review of the cases, or an elaborate discussion of the principle, would be out of place. The doctrine of equitable estoppels, to the extent to which it is now carried, is comparatively of modern origin; or in other words, by the recent decisions it has been extended to cases in which it would not have been applied at an earlier day. As there is no pretence of a technical or legal estoppel, which must be by deed or matter of record, it is with this equitable estoppel, or estoppel in pais, growing out of the acts and declarations of the party sought to be estopped, that we have to do in this case. Such estoppels are applied for the prevention of fraud, and only exist to prevent injury when equity and good conscience require that the party should not be heard to gainsay his acts or declarations by which another person has been influenced in his conduct. (Greenl. Ev. § 207.) To create an estoppel which shall preclude a party from alledging the truth it must appear, 1. That he lias made some declaration, or done some act, inconsistent with the truth, with a design to influence the conduct of another; 2d. That the party alledging the estoppel was ignorant of the truth, and relied upon and acted Upon the faith of such acts or declarations; and 3d. That an injury will result to him if the other party shall be allowed to gainsay them. (Robinson v. Nahon, 1 Camp. 245. Greenl. Ev. s 27. Parker v. Barker, 2 Met. 423, 431. Dezell v. Odell, supra. Welland Canal Co. v. Hathaway, 8-Wend. 483. Tufts v. Hayes, 5 N. Hamp. Rep. 453. Pickard v. Sears, 6 Ad. & El. 469. Gregg v. Wells, 10 Id. 90. Stephens v. Baird, 9 Cowen, 274.) Testing this case by this rule, which appears to be well established by the cases cited, it wants many of the ingredients of an equitable estoppel, which would operate to preclude the plaintiffs from insisting upon the Contract of March, 1846. (1.) Martin, upon the occasion relied oft by the judge at the trial as establishing the estoppel, made too declarations or representations whatever in relation to the contract. (2.) The existence of that contract, and every fact connected with it and material to determine the rights of the parties to it, were as well known to the defendant as to Martin. There was no withholding or concealment of facts; and the defendant was as much bound to understand the law as was Martin. It is true that Martín did not, upon that occasion, assert the claim of himself and co-plaintiff under the contract, and give notice to the defendant that their legal rights would be insisted upon. But if they had legal rights they were known to the defendant as well as to Martin; and it was his duty to protect himself against them, if he did not mean to acquiesce in them. Neither did the defendant, upon that Occasion, assert that in case of a sale of the stock to Lyon he should not perform the contract or should consider it rescinded, so as to make it necessary for Martin to speak under the penalty of being forever thereafter silent upon the subject of any 'cláiiti tinder the contract. How can it be sáid that a fraud was perpetrated upon the defendant by the omission of Martin to speak of matters equally well known to the parties, and of which the defendant did not choose to speak 1 Fraud and injury must concur, to create an estoppel in pais.

But it is said that the evidence establishes the consent of Martin to the transfer of the stock, which necessarily disabled the defendant to perform his contract. Whether it necessarily follows that by such transfer the defendant would not be able, or did not design, to fulfil his contract, I do not deem it necessary to consider. The only effect of the evidence, in this view, to give it its utmost latitude, would be to establish a new agreement between the parties rescinding the agreement upon which the action is brought. An agreement may be rescinded exr pressly by an agreement to that effect,- or by a technical release; or impliedly by a new agreement inconsistent with the first. (Chit. on Cont. 7th Am. from 3d Lond. ed. 741, note u.) What effect should be given to the evidence as tending to establish such new agreement is not before us for decision. It is very clear that whether there was or was not a new agreement, either expressly or impliedly rescinding the agreement of March, 1846, or whether the defendant supposed that Martin assented to such rescinding, and was authorized so to supp.pse from the acts or declarations of Martin which would bind Martin as upon a formal agreement, would be a proper question for the jury under proper instructions from the court. It could not create an estoppel which would authorize the court to take the case from the jury. If the defendant had introduced in evidence a technical release, purporting to have been executed by the plaintiffs, the genuineness of the release, and whether procured by fraud, would have been a question for the jury. So in this case, the existence of a new contract, or a state of facts which shall be evidence of a new contract between the parties, were proper questions for the jury. But without pursuing this subject further, it is sufficient to say that there was no estoppel established by the evidence, which justified the nonsuit. A new trial must be granted; costs to abide the event.