Borie v. Satterthwaite ( 1897 )

Opinion by

Mr. Justice Mitchell,

This is a bill for specific performance of a contract to sell land, for the removal of a cloud upon title, and to prevent the fraudulent use of legal process for the accomplishment of a collusive and illegal purpose. As each of these grounds is. and has always been a subject of general equitable jurisdiction, the suggestion that there is a full remedy at law does not merit serious discussion, and the absence of a specific averment of want of adequate remedy at law, would not have been fatal even before the adoption of the present equity rules hy which merely formal averments are dispensed with.

The defendant Edwin Satterthwaite being the owner and holder of the legal title to the land in question, agreed in writing to sell it to one Kohler for the complainants. The agreement was executed, acknowledged and recorded, and the first instalment of the purchase money paid by complainants and received by the vendor in accordance with the agreement. A few days afterwards the vendor conveyed the land to some of the other defendants, his children, in pursuance of an alleged parol agreement previously made with them. This conveyance was made not only with the record notice but with actual knowledge by the grantees of complainants’ rights. In fact it was a fraudulent scheme to defeat such rights and to enable the vendor to get out of his agreement because his children thought they could do better. The learned judge below found there was no inadequacy of price, and no circumstance of imposition or advantage taken of the vendor. Some question was made as to whether Kohler had done his full duty to the vendor in disclosing to him the entire situation. But as the learned judge properly held, no such failure on Kohler’s part was satisfactorily established, and if it had been it could only affect Kohler’s right to commissions, and in no way concerned the purchasers.

But the point perhaps most relied on by the appellants is that the agreement is between Satterthwaite and Kohler, and the complainants not being parties have no standing to enforce it. There is no weight hr this objection. The agreement recites on its face that Kohler was “ acting forthe complainants, and they ratified his action by paying the money called for in the agreement: Swisshelm v. Swissvale Co., 95 Pa. 367; Sylvester v. Born, 132 Pa. 467; Yerkes v. Richards, 153 Pa. 646; s. c. 170 Pa. 346. Except for the statute of frauds the whole contract might have been in parol, and the statute was satisfied by the signature of the vendor.

It is further urged that the contract is void because Kohler was acting in a dual capacity as agent for the seller and also for the purchasers. It is conceded that if the facts were so, equity would refuse to enforce the contract, but the evidence entirely fails to show that in making the bargain, Kohler acted for any one but the vendor. He was a real estate agent, and had had this property in charge for two years .to sell, at the same price. His own testimony shows that he was negotiating with other purchasers at this time, and in fact he appears rather to have forced the purchase upon the complainants by representations of the use that was likely to be made of the property by other buyers. The learned judge was entirely right in holding that Kohler was in no respect the agent of the complainants in negotiating the purchase. What he did as “acting for” them was to sign the article of agreement for the sale, and as the learned judge found, he did this under the mistaken idea that both parties must sign in order to make the contract mutually binding between the vendor and the purchasers. His action in this respect was therefore as much in the interest of his employer, the vendor, as of the purchasers, and was openly disclosed to the vendor, who accepted it without objection, received the money from the complainants and paid Kohler’s commissions. The case does not fall within any of our adjudications where agency in a double capacity has been condemned. On all the facts therefore it is plain that there was no legal defense at all to the bill, and no equity on the part of the vendor.

The equity set up in behalf of the other defendants, children of the vendor, is in substance that their mother bequeathed to them the sum of nine thousand dollars, which during her lifetime she had loaned or given to her husband, their father, and the latter on being called upon to pay was unable to do so without selling this land, and therefore made a parol arrangement by which, as set forth in the answer, “ subject to the existing incumbrances thereon, .... and subject to the payment of the other debts of said Edwin Satterthwaite, he shall hold said property for their use.” The evidence of this alleged agreement, as was said by the learned judge is meager, but taking it at its strongest, it makes out no interest in the land. It fails to establish an agreement to convey the farm to the children. The agreement, as testified to by the parties, as set out in the answers, and as recited in the deed from the father to the children, varies in essential particulars, and the learned judge took as favorable a view as the evidence would warrant when he held that “ the whole transaction shows that the children, instead of taking a mortgage, had such confidence in the father, and in the value of the farm, that they were content to look to him and his property to pay them at such time as they might make demand.” The decree of the court below provides for the application of part of the purchase money to the payment of the children’s claim, and in so doing it. amply protects any equity they have shown in the case. Whether they can enforce payment in this way as against other creditors of the father, if any there be, is a question which does not arise in this- case.

The remaining defendant, Mrs. Carwithian, was a mere inter- ' .meddler, who attempted to help to defeat the complainants’ rights by a collusive suit on a prior mortgage. She had no equity of any kind, and was treated quite as well as she deserved when she was allowed her costs.

Decree affirmed at costs of appellants.