Goldberg v. Parker

This is an action to foreclose a judgment-lien upon real estate to which Mrs. Parker, one of the defendants, holds title, and to set aside a transfer of the property upon the ground that her title was acquired by her without consideration, in fraud of her husband's creditors, and to prevent the plaintiff from collecting his judgment.

The trial court has distinctly found that her title was not so acquired, and this finding is conclusive unless the subordinate facts show that this conclusion was incorrect.

The principles of some of our decisions applicable to the present case are to be found in the following cases: This court, in the case of Knower v. CaddenClothing Co., 57 Conn. 202, 221, 17 A. 580, said: "In all cases where the title of a vendee has been attacked because of the intent on the part of the vendor to defraud his creditors by the transfer," it should appear "that the vendee had actual knowledge of and participated in the fraud; that is, that he had an intent to commit a fraud; this to be proven as a fact." This principle was recognized in Trumbull v. Hewitt, 62 Conn. 448,451, 26 A. 350. To the same effect, though more directly applicable to the present case, is the case ofClarke v. Black, 78 Conn. 467, 62 A. 757, where it appears that "the defendant, in 1886, let his wife have $3,500 to assist her in purchasing and keeping a boarding-house, upon an informal understanding that when she acquired by such means a sufficient sum to build a house, it should be turned over to the defendant as his property, and that the proceeds of the business not needed for this purpose should belong to her. At the end of ten years, with the avails of her business, she bought land and built a house thereon at the expense of $6,000, and told the defendant she would convey the property to him, which she did three years later. This conveyance was made in good faith and with no intent to defraud any one, although it left her without sufficient attachable property to satisfy the claim of her sole creditor." This court held "that upon these facts the relation of debtor and creditor existed between the wife and her husband, and that such relation constituted, as matter of law, a valuable consideration for her conveyance which prevented it from being treated as constructively fraudulent."

Other cases in this connection proceed upon the same theory. Thus, in Warner Glove Co. v. Jennings,58 Conn. 74, 82, 19 A. 239, it is stated: "A debtor on the eve of insolvency may prefer one or more of his creditors by payment of their claims, either in money or by the transfer to them of property, if such payment is made in good faith. In the absence of proceedings under the insolvent law, neither the knowledge of the creditor of his debtor's insolvency, nor the fact that such acts are calculated to place the property of the debtor beyond the reach of his creditors and hinder them in the collection of their claims, will of themselves render such bona fide transactions void or fraudulent in law." See also State v. Martin, 77 Conn. 142, 144,58 A. 745.

It does not appear that Parker was indebted, when this conveyance was made, to any one other than the plaintiff. When this transfer was made to the wife she had no knowledge that her husband had signed the receipt, and did not know that he was indebted to any one. The land in question was purchased with money belonging to Mrs. Parker. She never intended to give her husband either the money or the land; from motives that were not fraudulent she allowed the record title of the land to stand in her husband's name, but both of them regarded and treated it as belonging to the wife. The conveyance was of property which in reality belonged to her, and which, in justice and equity, it was his duty to convey to her upon request.

The plaintiff, when the transfer of the land in question was made, was not a purchaser within the recording Acts. The liability of Parker was not absolute, but dependent upon an uncertain event. It was small in amount, the only one in existence, and was unknown to Mrs. Parker. There is nothing to show that the wife was implicated in a fraud. She did not have any good reason to know that Parker was using her property to obtain credit, nor did she connive with him to that end. While it appears that there was a good consideration for the conveyance to Mrs. Parker from her husband, yet, if that were not so, the entire indebtedness of the husband at the time of the conveyance was the contingent and insignificant amount of $87. It does not appear that the husband was at the time either insolvent or in embarrassed circumstances, but it does appear that he was equitably bound to make the conveyance to his wife. Under such conditions the law would not say that the conveyance was void as to creditors, even if it were a voluntary one. Salmon v. Bennett, 1 Conn. 525,542, 543.

These considerations are a sufficient answer to the claim, urged by the plaintiff, that the defendant Mrs. Parker is estopped from asserting that she is the owner of the property in question by reason of its transfer to her by Mr. Parker. But the appellant insists that Mrs. Parker allowed her husband to secure this credit on the faith of his ownership of her property; that she caused the land records to declare that he owned this property; that the plaintiff had the right to rely upon the title as it appeared of record; and that the act of the wife in placing the record title of property in the name of her husband, precludes her from denying his title as against one who has extended a credit in reliance upon the title which she vested in him.

In this State we have held to the rule that in transactions concerning real estate, parties may rely upon the title to such property as disclosed by the land records, in so far at least as the title may be affected by anything required to be recorded. We are here, however, not concerned with a transaction touching real estate, but with a quite different matter affecting the extension of personal credit without security.

It is obvious from the manner in which estoppel may be established, that there can be no fixed and settled rules of universal application to regulate it. Whether acts or admissions shall operate by way of estoppel inpais must depend upon the circumstances of the case. Our own cases proceed upon this idea. In Canfield v.Gregory, 66 Conn. 9, 17, 33 A. 536, it is stated that "the modern estoppel in pais is of equitable origin, though of equal application in courts of law. It is much more than a rule of evidence. It establishes rights; it determines remedies. An equitable estoppel does not so much shut out the truth as let in the truth, and the whole truth. Its office is not to support some strict rule of law, but to show what equity and good conscience require, under the particular circumstances of the case, irrespective of what might otherwise be the legal rights of the parties." In West Winsted S. B. B. Asso. v. Ford, 27 Conn. 282, 290, this court declared: "Estoppels in pais are founded in the obligation which every man is under to speak and act according to the truth of the case, and in the policy of the law to prevent the great mischiefs resulting from uncertainty, confusion and want of confidence in the intercourse of men, if they were permitted to deny that which they have deliberately and solemnly asserted and received as true. But the mere acts, statements, or admissions of a party when not performed or made under seal or of record, or in some of those acts to which peculiar authority is attached by law, were not at common law considered as estoppels, and had no other weight than that of evidence, more or less important, but which might be explained or rebutted. By the recent decisions of the courts in this country and in England, a much wider scope is given to the doctrine of estoppelin pais, and it is now held and established, that wherever an act is done or a statement made by a party which cannot be contravened or contradicted without fraud, or gross misconduct which is akin to it, on his part, and injury to others whose conduct has been influenced by the act or omission, or, as was said in MiddletownBank v. Jerome, 18 Conn. 449, where a person by his acts or words intentionally induces another to believe in the truth of a fact and thereby change his situation or commit his interests, the character of an estoppel will attach to what would otherwise be a mere matter of evidence, and will become binding upon a party and decisive with a jury even in opposition to proof of a contrary nature." Whitaker v. Williams,20 Conn. 98, 103; Giddings v. Emerson, 24 Conn. 538, 547;Taylor v. Ely, 25 Conn. 250, 259; Danforth v. Adams,29 Conn. 107, 111.

In Bennet v. Strait, 63 Iowa 620, 621, 19 N.W. 806, it was held that a wife would not be estopped from asserting equitable title to her land as against creditors of her husband, merely because title was taken in the name of the husband, and while thus held the debts were contracted. The court said that "the law of estoppel has no application from the mere fact of the husband's holding the title when the debt was contracted." Money loaned on the faith of the apparent ownership of the land of the wife, held in the husband's name, will not prevent the wife from asserting title as against the creditor, where she did not know that her husband was engaged in any hazardous business, or in any business transacted in whole or in part on credit, since the wife, by permitting the husband to hold the title to her land, by recorded deed, in his own name, will not, without other act or representation on her part, be estopped to deny the title as against a creditor who, without her knowledge, gave credit to the husband upon the faith of his ownership as it appeared of record. DeBerry v. Wheeler, 128 Mo. 84, 89, 90,30 S.W. 338, 49 Amer. St. Rep. 538. The court in that case said it must be conceded that the wife, by permitting the record title to the land to remain in her husband's name, represented to the public that her husband was the owner of it. "Yet in this alone no one could be defrauded. The fraud, and consequent estoppel, would only exist when she knew, or from all the circumstances ought to have known, that others, relying upon what she permitted the record to tell them, were dealing or might deal with the husband in such a manner as to cause them to alter their previous condition."

The case of Marston v. Dresden, 85 Wis. 530,55 N.W. 896, touches upon the question before us. It appears that a wife entrusted her separate property to her husband to invest and manage in his own name, he to transfer it to her when she so desired. While it stood in his name he entered into business, and bought merchandise of persons who knew from the records that the property was in his name, and who relied upon his apparent ownership of it in giving him credit. It was conveyed by the husband to the wife while he was still solvent. In the opinion the court said that it not having been put in the husband's name for the purpose of giving him credit, and no representations having been made, and the wife not having known that credit was given him on the faith of such apparent title, she was not estopped to claim it as her own. See alsoBicocchi v. Casey-Swasey Co., 91 Tex. 259, 42 S.W. 963;Blake v. Meadows, 225 Mo. 1, 123 S.W. 868, 30 L.R.A. (N.S.) 1, 18.

In Romeo v. Martucci, 72 Conn. 504, 509, 45 A. 1,99, this court said: "There is no question of fraud on the part of the owner; the good faith of his conduct is neither directly or indirectly impugned. The sole claim is that he has `voluntarily permitted another to hold himself out to the world as being the true owner, and for this purpose entrusted him with the exclusive possession or other indicia of title, under circumstances which would naturally tend to mislead.' The cases where the real owner has been estopped by having clothed the possessor with indicia of title for such purposes and under such circumstances, are many; but `all these cases proceed upon the ground that the owner has deliberately assumed a false position, and a character inconsistent with that of owner, which, if changed, would result in fraud and damage.'" See also Tracy v.Lincoln, 145 Mass. 357, 14 N.E. 122; Stiff v. Ashton,155 Mass. 130, 29 N.E. 203; Lincoln v. Gay,164 Mass. 537, 540, 42 N.E. 95.

When Parker signed the officer's receipt in February, 1910 (which was the basis of this action), there was nothing upon the land records of the town of Bridgeport to show that this constituted any incumbrance upon Mrs. Parker's land. No lien whatever upon this property could occur in consequence of Parker's contingent liability upon the officer's receipt without the concurrence of a number of uncertain events, to wit, a judgment against the Colonial Chemical Company, its failure and inability to pay the same, an action and judgment against Parker, and the filing of a judgment-lien upon Mrs. Parker's property, which was not done until January, 1912. The record discloses that Mrs. Parker had obtained a conveyance of her property which was recorded in March, 1910, nearly two years before the plaintiff's lien appeared on record.

It is the purpose of our system of registry that the apparent owner of record shall be considered as the true owner (so far as subsequent purchasers without notice to the contrary are concerned), notwithstanding any unrecorded previous liens or alienations. From the natural equity of Mrs. Parker, and also from the special equity arising from the protections afforded by the prior record of her title, it is manifest that the plaintiff should not receive any aid or support from our system and policy relating to the registry of title to real estate. He who avers an estoppel, either by pleading or evidence, must establish by proofs, positive or circumstantial, every fact that essentially enters into the character of such a claim. It is to be considered that the doctrine of estoppel is an exception to the general rule for the prevention of fraud, and is not to be extended beyond the reasons on which it is founded. 1 Greenleaf on Evidence (Ed. 1899) § 204; Commonwealth v. Moltz, 10 Pa. 527, 51 Amer. Dec. 499, 504.

Instead of there being an affirmative finding in favor of the appellant upon the question of knowledge and the negligence of Mrs. Parker in allowing the title to her property to stand in her husband's name, the record shows to the contrary. She did not allow her property to stand in her husband's name that he might thereby obtain credit. It appears that she had no good reason to suspect that, by allowing the title to her property to stand in her husband's name, it would be used as the basis of a credit, or that money would be borrowed or an obligation taken upon the faith of it.

Mr. Parker had never engaged in any business undertaking or commercial enterprise which required credit. For nearly twenty years the wife had always had the absolute control of the property herself, and she had, upon all occasions, let her business acquaintances know of it. The record does not disclose that Mrs. Parker had any knowledge, directly or indirectly, concerning the attitude which Goldberg had taken toward her property. Neither does it appear that there was any duty on her part to make inquiry in this direction. Under these circumstances, to hold that what was done by Mrs. Parker amounted to fraud or culpable negligence, would be a misapplication of the principles on which estoppel in pais is based.

In my opinion the trial court did not err in rendering judgment for the defendants.

In this opinion THAYER, J., concurred.