Dixie Industrial Co. v. Benson

[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] [EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] It is strenuously insisted upon this appeal that no relief can be had by way of enforcement of the vendor's lien under such a contract, as set out in the foregoing statement of the case, on account of the uncertainty and indefiniteness of the consideration therein expressed. This we consider as the question of prime importance on this appeal. It is recognized by all the authorities upon this subject that no principle of law has given rise to more contrariety of judicial opinion than that of the vendor's lien and its enforcement. From the nature of the equity there can be few fixed rules regarding it. Indeed, one writer has said:

"Its existence depends upon and is controlled by no well-settled rules, but, on the contrary, the existence of the lien is generally made to depend upon the peculiar state of facts and circumstances surrounding the particular case; that is, whether or not a case of natural equity is established, and, if so, whether it is not made to yield to higher or superior equities in some other person, whether the party is not to be regarded as having waived it, or as having intended to waive or postpone it to another equity, or whether, by the acts, or omissions to act, or by the neglect of the party claiming such lien to enforce it within a reasonable time, the right is not lost as being the superior claim. These considerations control and vary the result as equity demands." 2 Jones on Liens, § 1063.

See, also, Acree v. Stone, 142 Ala. 156, 37 So. 934.

It is well recognized in the decisions of this court that this equitable relief has been extended as far as that of any other court, and to a much greater extent than several of them have gone. Parrish v. Hastings, 102 Ala. 414, 14 So. 783, 48 Am. St. Rep. 50. In Betts v. Sykes, 82 Ala. 378, 2 So. 648, this court said:

"The equitable doctrine of enforcing the vendor's lien for unpaid purchase money of lands sold has been steadfastly maintained in this court in its full strength, and it is not our intention to weaken or impair that doctrine. * * * The principles declared in some of these cases probably go beyond the doctrine declared in other jurisdictions. * * * We will adhere to our [own] rulings."

As to whether the equitable lien exists as a security for unliquidated and uncertain damages, the authorities are likewise not uniform. Bridgeport Land, etc., Co. v. Am. Fireproof Steel Co., 94 Ala. 592, 10 So. 704; 29 Am. Eng. Ency. of Law (2d Ed.) p. 744; Marchand v. Chicago, etc., R. R. Co., 147 Mo. App. 619, 127 S.W. 387; Hooper v. Savannah M. R. R. Co., 69 Ala. 529; Parrish v. Hastings, supra. The case of Burroughs v. Burroughs, 164 Ala. 329, 50 So. 1025, 28 L.R.A. (N.S.) 607, 137 Am. St. Rep. 59, 20 Ann. Cas. 926, dealt with this question. It was there held that no vendor's lien exists where the sole consideration for the conveyance was the agreement of the grantee to care for and support the grantor during life, because of uncertainty and indefiniteness of consideration. That authority is rested upon the reasoning of the difficulties in the way of ascertaining with reasonable certainty the correct consideration as reduced to a moneyed demand. As appears in 29 Am. Eng. Ency. of Law, supra, speaking of agreements of this character, "the impracticability of their enforcement operates the withholding of equitable relief." On the other hand, it has been uniformly held by this court that, when the consideration for the sale of land is the delivery of chattels and choses in action, which are capable of reduction to a money value, the vendor's lien exists for the collection of such value, upon a failure to deliver them in accordance with the terms of the contract, although this court has frequently recognized that such holding was contrary to the generally prevailing rule. Cordova Coal Co. v. Long, 91 Ala. 538,8 So. 765; Campbell v. Goldthwaite, 189 Ala. 1,66 So. 483.

It is further a well-recognized rule in this state that in every sale of lands, when the purchase money is not paid, the law presumes the reservation of the vendor's lien, unless the terms of the contract of sale, or the attendant circumstances of the transaction, satisfactorily show it was purposely excluded. Hubbard v. Buck, 98 Ala. 440, 13 So. 364; Carver v. Eads, 65 Ala. 190; Hooper v. Savannah, etc., R. R. Co., supra. This presumption is rested upon the principle of natural justice and equity, that one man should not get and hold the lands of another without compensation.

The contract of sale (subsequently consummated by a conveyance of the property under two separate deeds, as shown by the averments of the bill) discloses a sale of a large body of land, at an agreed price of $4.25 per acre, upon consideration of $7,500 in stock of the vendee corporation, and the assumption of the owner's indebtedness on his contract for the purchase of 4,608 acres of land, with the further agreement that should there be any difference between the price of the lands bought and the value of the stock and other obligations, such difference was to be covered by a note of the owner, held by the company pending final adjustment, and that the owner guaranteed the valuation of the lands to reach $5 per acre, in which event such note was not to be paid but was to be canceled and surrendered. The contract then shows a special agreement as to 540 acres of land, which is referred to as the "personal lands" of said John J. Benson, and as having been splendidly improved and in such a state of cultivation as to make them worth more than $5 per acre; that said Benson, desiring to aid in the formation of the vendee corporation, which could not be completed without his aid, was induced by his son, William E. Benson, to include said lands within the sale, with the express agreement, however, that in the event of the value of the land exceeding $5 per acre any excess, with respect to the 540 acres of "personal lands," should be paid in additional stock of the company, in cash, or such other proceeds as said William E. Benson may elect to accept at the time of the adjustment to be made within the expiration of 20 years from date. William E. Benson, the son, died, and no adjustment had been made, nor had the period of 20 years expired. The agreement above referred to clearly constituted a very important part of the consideration of the sale of this land, and that the owner intended a protection of himself as to any enhancement in value of the lands referred to as the "personal lands," which were well improved. We can see no reason why such enhanced valuation should not be considered a part of the purchase price, as clearly the agreement that the owner should receive the difference between $5 per acre and such enhanced value was one of the causes inducing the trade.

It is argued, however, that as to whether or not there should be any enhancement in value is a matter so uncertain as to create a contingent demand, which cannot become the subject of a vendor's lien. This question was given consideration by the Supreme Court of Wisconsin in the case of De Forest v. Holum,38 Wis. 516. There was an agreement in that case that, if a railroad should be built through the lands sold within a certain time, a further consideration of $500 would be paid for the land. The event happened, and it was held that a vendor's lien could be enforced for the collection of such sum; the court saying:

"Failing the contingency, the whole purchase money was satisfied by the notes and mortgage; happening the contingency, another sum would then become purchase money, which before had formed no part of the purchase money."

And further:

"That upon building of the railroad, the $500 became additional purchase money of the premises, vesting a right of recovery in the appellant, and attaching a vendor's lien for it on the land."

So, in the instant case, when the land became of value exceeding $5 per acre, and the adjustment was had, the difference in the valuation constitutes a part of the purchase money. We approve the reasoning of the Wisconsin court in the above-cited case, and think it directly applicable here; the only difference upon this particular question being that in the De Forest Case, supra, the balance due was a fixed sum, while in the instant case the valuation must be determined by the court from the evidence in the cause. But, as previously pointed out, this court is committed to the doctrine that, where the consideration for land is a delivery of chattels or choses in action, the vendor may enforce his lien for the purchase price by making proof of the value of the chattels or choses in action agreed to be delivered. We can see no distinction in principle in those cases and that here under consideration, where, in order to make the sum certain, instead of proving the value of the chattels or choses in action, proof of the value of the real estate is required. This is a matter which can be easily ascertained to a reasonable certainty, just as could the valuation of the choses in action or chattels just referred to. Such being the case, while the contract here under consideration may be somewhat unique and unusual, yet we see no sound principle, under the authorities in this state, upon which it should be held the vendor's lien did not exist.

It is next insisted that the contract is uncertain as to the description of the land, upon which the lien is here sought to be enforced — citing Ala. Min. Land Co. v. Jackson, 121 Ala. 173,25 So. 709, 77 Am. St. Rep. 46; 39 Cyc. 1187; Hurt v. Freeman, 63 Ala. 335. In Minge v. Green, 176 Ala. 343,58 So. 381, it was said:

" 'Id certum est quod reddi potest' is a maxim which has been frequently and liberally applied by this court for the upholding of imperfect descriptions of this character."

See, also, Nolen v. Henry, 190 Ala. 540, 67 So. 500, Ann. Cas. 1917B, 792, and authorities there cited.

We entertain the view, however, that the instant case is not dependent upon the principle recognized in these cases. The contract shows that John J. Benson was due a large sum of money on a contract of purchase for 4,608 acres of land, but that 540 acres, which he included in the sale, is referred to as "personal lands," well improved, and in a state of cultivation. It further appears from the bill that these 540 acres of "personal lands," mentioned in the contract as belonging to said John J. Benson individually, were conveyed to the Dixie Industrial Company by the deed of February 12, 1904, along with other lands, and that the said Dixie Industrial Company went into possession of the same, and it or its vendees have so remained since that time. Then follows a description of the 540 acres of land, referred to as the "personal lands," by government numbers. Under these circumstances, therefore, we are of the opinion that no question of uncertainty of description as to said 540 acres of land, as set forth in the written contract, can avail to deprive the complainants of the enforcement of the vendor's lien upon the specifically described 540 acres of which the vendee, or its purchasers, is in possession. So far as this question of uncertainty of description is concerned, the contract is fully executed.

It is further insisted that there is a misjoinder of parties complainant. The bill shows that the original contract signed by John J. Benson provided for the payment of the difference in valuation to his son, William E. Benson. Therefore, under such circumstances, it would seem to disclose a legal right in William E. Benson to collect the sum found to be due. However, it is further averred that such a stipulation in the contract was inserted through inadvertence or mistake, and without the knowledge of the said John J. Benson; it also appearing that the son, William E. Benson, was not a party to the contract. John J. Benson individually, therefore, as asserting the equitable right to the sum, is joined as a party complainant with the administrator of the estate of William E. Benson, deceased, who, upon the face of the contract, would appear to have the legal right. Thus both rights are before the court, and a decree of the court against the respondents in this cause would be full protection to them as against any claim arising under said contract.

The bill further shows that, if there should appear to be any conflict in the interest of John J. Benson, individually, and John J. Benson, as administrator of the estate of William E. Benson, deceased, that is a matter which will be settled by future litigation between these parties. We cannot see that it is such a matter of which these respondents can complain. We are of the opinion that in the enforcement of this claim, under the averments of the bill, there is not a misjoinder of parties complainant.

Nor do we think the bill multifarious. It seeks the enforcement of a vendor's lien, charging subsequent purchasers with notice, and praying that, in the event the court should hold that said lands themselves should not be charged in equity for said debt, in justice to said subsequent purchasers, that the unpaid purchase money due to the original vendee be condemned and applied to the payment of the sum found due the complainants. All matters of relief are but incidental to the main equity of the bill — the enforcement or satisfaction of the vendor's lien.

We do not find anything in the contract which would condemn it as a speculative venture, which seems to be insisted upon by counsel — citing Nelson v. Manning, 53 Ala. 549. Nor do we think that the election provided for, to be made by William E. Benson, as to whether or not the amount found to be due should be paid in money, additional stock, or other proceeds, was of such a personal character as to destroy any rights thereunder because of the death of said William E. Benson without his having made such an election. The case of Trammell v. Craddock,100 Ala. 266, 13 So. 911, has been considered in this connection, but we do not think it applicable here.

We have reached the conclusion that the bill contains equity, and was not subject to the demurrers interposed thereto. The decree appealed from will accordingly be affirmed.

Affirmed.

ANDERSON, C. J., and McCLELLAN and SAYRE, JJ., concur.