Bean v. Walker

Decision Date11 July 1983
PartiesFranklin E. BEAN and Elizabeth Bean, Respondents, v. Carl J. WALKER and Beverly J. Walker, Appellants.
CourtNew York Supreme Court — Appellate Division

Van Fleet, Yeomans & Klim, Syracuse, for appellants; Brett Martin, Syracuse, of counsel.

Hancock, Estabrook, Ryan, Shove & Hust, Syracuse, for respondents; Robert Small, Syracuse, of counsel.

Before DILLON, P.J., and DOERR, DENMAN, BOOMER and SCHNEPP, JJ.

DOERR, Justice.

Presented for our resolution is the question of the relative rights between a vendor and a defaulting vendee under a land purchase contract. Special Term, in granting summary judgment in favor of plaintiffs, effectively held that the defaulting vendee has no rights. We cannot agree.

The facts may be briefly stated. In January 1973 plaintiffs agreed to sell and defendants agreed to buy a single-family home in Syracuse for the sum of $15,000. 1 The contract provided that this sum would be paid over a 15-year period at 5% interest, in monthly installments of $118.62. The sellers retained legal title to the property which they agreed to convey upon payment in full according to the terms of the contract. The purchasers were entitled to possession of the property, and all taxes, assessments and water rates, and insurance became the obligation of the purchasers. The contract also provided that in the event purchasers defaulted in making payment and failed to cure the default within 30 days, the sellers could elect to call the remaining balance immediately due or elect to declare the contract terminated and repossess the premises. If the latter alternative was chosen, then a forfeiture clause came into play whereby the seller could retain all the money paid under the contract as "liquidated" damages and "the same shall be in no event considered a penalty but rather the payment of rent."

Defendants went into possession of the premises in January 1973 and in the ensuing years claim to have made substantial improvements on the property. They made the required payments under the contract until August 1981 when they defaulted following an injury sustained by defendant Carl Walker. During the years while they occupied the premises as contract purchasers defendants paid to plaintiff $12,099.24, of which $7,114.75 was applied to principal. Thus, at the time of their default, defendants had paid almost one-half of the purchase price called for under the agreement. After the required 30-day period to cure the default 2, plaintiffs commenced this action sounding in ejectment seeking a judgment "that they be adjudged the owner in fee" of the property and granting them possession thereof. The court granted summary judgment to plaintiffs.

If the only substantive law to be applied to this case was that of contracts, the result reached would be correct. However, under the facts presented herein the law with regard to the transfer of real property must also be considered. The reconciliation of what might appear to be conflicting concepts is not insurmountable.

While there are few New York cases which directly address the circumstances herein presented, certain general principles may be observed. "It is well settled that the owner of the real estate from the time of the execution of a valid contract for its sale is to be treated as the owner of the purchase money and the purchaser of the land is to be treated as the equitable owner thereof. The purchase money becomes personal property" (New York C. & H. R.R. Co. v. Cottle, 187 App.Div. 131, 144, 175 N.Y.S. 178 affd. 229 N.Y 514, 129 N.E. 896). Thus, notwithstanding the words of the contract and implications which may arise therefrom, the law of property declares that, upon the execution of a contract for sale of land, the vendee acquires equitable title (Elterman v. Hyman, 192 N.Y. 113, 119, 84 N.E. 937; Williams v. Haddock, 145 N.Y. 144, 39 N.E. 825; Occidental Realty Co. v. Palmer, 117 App.Div. 505, 506, 102 N.Y.S. 648, affd. 192 N.Y. 588, 85 N.E. 1113). The vendor holds the legal title in trust for the vendee and has an equitable lien for the payment of the purchase price (Trembath v. Berner, 240 N.Y. 618, 148 N.E. 729; New York C. & H. R.R. Co. v. Cottle, supra; Charles v. Scheibel, 128 Misc. 275, 218 N.Y.S. 545, affd. 221 App.Div. 816, 222 N.Y.S. 784; 4 Pomeroy, Equity Jurisprudence § 1261; 16 Carmody-Wait 2d, § 98:2, p. 503). The vendee in possession, for all practical purposes, is the owner of the property with all the rights of an owner subject only to the terms of the contract. The vendor may enforce his lien by foreclosure or an action at law for the purchase price of the property--the remedies are concurrent (Flickinger v. Glass, 222 N.Y. 404, 118 N.E. 792; Zeiser v. Cohn, 207 N.Y. 407, 101 N.E. 184; Charles v. Scheibel, supra). The conclusion to be reached, of course, is that upon the execution of a contract an interest in real property comes into existence by operation of law, superseding the terms of the contract. An analogous result occurs in New York if an owner purports to convey title to real property as security for a loan; the conveyance is deemed to create a lien rather than an outright conveyance, even though the deed was recorded (Schulte v. Cleri, 39 A.D.2d 692, 332 N.Y.S.2d 518) and "one who has taken a deed absolute in form as security for an obligation, in order to foreclose the debtor's right to redeem, must institute a foreclosure, and is entitled to have the premises sold in the usual way" (14 Carmody-Wait 2d, § 92:2, p. 612).

Cases from other jurisdictions are more instructive. In Skendzel v. Marshall, 261 Ind. 226, 301 N.E.2d 641 the court observed that while legal title does not vest in the vendee until the contract terms are satisfied, he does acquire a vested equitable title at the time the contract is consummated. When the parties enter into the contract all incidents of ownership accrue to the vendee who assumes the risk of loss and is the recipient of all appreciation of value. The status of the parties becomes like that of mortgagor-mortgagee. 3 Viewed otherwise would be to elevate form over substance (Skendzel v. Marshall, supra, p. 234, 301 N.E.2d 641). The doctrine that equity deems as done that which ought to be done is an appropriate concept which we should apply to the present case.

Where sale of real property is evidenced by contract only and the purchase price has not been paid and is not to be paid until some future date in accordance with the terms of the agreement, the parties occupy substantially the position of mortgagor and mortgagee at common law. In New York a mortgage merely creates a lien rather than conveying title (Moulton v. Cornish, 138 N.Y. 133, 33 N.E. 842), but this was not always so. At common law the mortgage conveyed title, and it was to protect the buyer from summary ejectment that Courts of Equity evolved the concept of "equitable" title as distinct from "legal" title (Barson v. Mulligan, 191 N.Y. 306, 313-314, 84 N.E. 75; see also, 2 Rasch, Real Property Law and Practice, § 1684; 14 Carmody-Wait 2d, § 92:1). The doctrine of equitable conversion had important consequences. The equitable owner suffered the risk of loss (Sewell v. Underhill, 197 N.Y. 168, 171, 172, 91 N.E. 1120) as does a contract vendee in possession today (see General Obligations Law, § 5-1311, subd. 1, par. ), but concomitantly, the equitable owner was also entitled to any increase in value; "since a purchaser under a binding contract of sale is in equity regarded as the owner of the property, he is entitled to any benefit or increase in value that may accrue to it" (6 Warren's Weed, New York Real Property, Vendee and Vendor, § 6.01). Similarly, upon the parties' death, the vendor's interest is regarded as personal property (i.e., the right to receive money), while the vendee's interest is treated as real property (Barson v. Mulligan, supra, 191 N.Y. at p. 313-314, 84 N.E. 75).

Because the common-law mortgagor possessed equitable title, the legal owner (the mortgagee) could not recover the premises summarily, but had to first extinguish the equitable owner's equity of redemption. Thus evolved the equitable remedy of mortgage foreclosure, which is now governed by statute (RPAPL, § 1301 et seq.). In our view, the vendees herein occupy the same position as the mortgagor at common law; both have an equitable title only, while another person has legal title. We perceive no reason why the instant vendees should be treated any differently than the mortgagor at common law. Thus the contract vendors may not summarily dispossess the vendees of their equitable ownership without first bringing an action to foreclose the...

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