Blackstone Hall Co. v. R.I. Hosp. Trust Co.

• Decision Date: 11 May 1916
• Docket Number: No. 342.,342.
• Citation: 97 A. 484,39 R.I. 69
• Parties: BLACKSTONE HALL CO. v. RHODE ISLAND HOSPITAL TRUST CO. et al.
• Court: Rhode Island Supreme Court

97 A. 484

39 R.I. 69

BLACKSTONE HALL CO.

v. RHODE ISLAND HOSPITAL TRUST CO. et al.

No. 342.

Supreme Court of Rhode Island.

May 11, 1916.

Appeal from Superior Court, Providence and Bristol Counties; Willard B. Tanner, Judge.

Bill by the Blackstone Hall Company against the Rhode Island Hospital Trust Company, trustee, Nancy C. Budlong, and others. From an interlocutory decree, enjoining defendant Budlong from further prosecuting her action at law against complainant, she appeals. Appeal dismissed, and cause remanded for further proceedings.

Gardner, Pirce & Thornley, of Providence, for complainant. Wilson, Gardner & Churchill, of Providence, for respondent.

BAKER, J. This case is before the court on the appeal of Nancy C. Budlong, one of the respondents, from an interlocutory decree entered by the superior court, temporarily enjoining her from further prosecuting her action at law against the complainant in the present suit, said action being law No. 36776 in the records of the superior court for the counties of Providence and Bristol. At the hearing on the prayer for a preliminary injunction, the complainant relied upon the allegations of the bill verified by the affidavit of the president of the plaintiff corporation, and the appellant offered no evidence but claimed that the hill did not disclose any right to relief against her. The important allegations of the bill are as follows: On June 13, 1913, the complainant, which is a corporation organized under the laws of Rhode Island, entered into a written contract with the defendant Nancy C. Budlong, by which it agreed to buy, and she agreed to sell and convey by a warranty deed to the complainant, for the sum of $15,000, two tracts of land in Providence in said state. There is no controversy about the first tract. The second tract is a triangular lot of land wholly or mostly covered by the waters of the Seekonk river, directly west of the first tract with the apex of the triangle in the southerly line of Pitman street, about 197 feet from its junction with East river street, bounded easterly about 192 feet on the first lot, southerly by the harbor line of Seekonk river about 194 feet, and northwesterly about 273 feet by a line drawn from the western end of said southern boundary to the apex of said triangle on Pitman street, with all riparian rights and rights of filling in and wharfing out appurtenant thereto. The purchase money was to be paid in the following manner: $1,000 in cash upon delivery of the deed; four promissory notes for $1,000 each were to be given, signed by the complainant and indorsed by its president and treasurer, and payable in two, four, six, and eight months respectively from the date of the delivery of said deed, and a promissory note for $10,000 was also to be given similarly dated, signed, and indorsed, secured by a first mortgage on the property covered by said agreement, and payable to said Nancy C. Budlong, or to any one she might procure to take such note and mortgage. Thereafter the complainant learned that the whole of the second tract was claimed by other persons. The heirs and widow of one William H. Walcott, deceased, claimed a strip just to the west of the first tract and running from Pitman street across the easternmost part of the second tract to the harbor line, there measuring about 69 feet. John B. Lewis claimed a similar strip just west of the Walcott strip, running from Pitman street across the center of said second tract to the harbor line, there measuring about 43 feet. The Rhode Island Hospital Trust Company, as trustee, claimed a third strip next west of the Lewis strip, extending from Pitman street to the harbor line, and including the remainder of the second tract. These three claims were derived, respectively, from William H. Walcott, Nathaniel S. Mowry, and Moses B. I. Goddard, as trustee, to whom the three strips of land were, respectively, set off by a decree of the Supreme Court of this state, entered March 8, 1879, in Providence county, in a suit in equity for partition. Mrs. Budlong derived her title to both tracts by mesne conveyances from one William J. Harris. He was not made a party to said suit for partition, although at that time he claimed to be the owner of said second tract by virtue of a certain deed from Seth Padelford and others, the same persons from whom, by mesne conveyances, Moses B. I. Goddard, as trustee, derived his interest in all the land partitioned as above mentioned.

In consequence of these conflicting claims based on a decree in equity and deeds, under the advice of its legal counsel, the complainant refused to carry out its contract of purchase with Mrs. Budlong, who, in order to induce it to accept from her a conveyance of the two tracts, procured quitclaim deeds from the widow and three of the four heirs of William H. Walcott of their respective rights in the strip claimed by them and then under date of August 20, 1913, entered into a new written contract with the complainant, modifying the original contract. By this new contract it was provided, among other things, that Mrs. Budlong should convey the first described tract by warranty deed, and should only convey her right, title, and interest in and to the second tract, including therewith her right, title, and interest to the entire Walcott strip, and that the four promissory notes for $1,000 each should not then be delivered to her, but should be deposited with complainant's legal counsel to be held by them and not delivered to her until she should either prove that full and clear title to all of said described land passed by her deed to the complainant, or should make its title to all said land full and clear by further conveyance, or conveyances, for the accomplishment of which one year from August 20, 1913, was to be allowed her, or at the end of said year it should be determined, by arbitration in the manner provided for in the second agreement, how much ought to be deducted from the purchase price by reason of outstanding interests in or claims to said land, which sum was then to be credited on said notes.

In the second agreement there was the further provision that the fourth or last promissory note should be held by said legal counsel for two years as security and as a guaranty for the payment to the complainant by the tenant of the first tract of the rent due it by said tenant and for the performance of all the lessee's covenants. The bill avers the nonpayment of said rent, and that the amount thereof now due exceeds the amount, principal and interest, due on said fourth note.

The original contract, as modified by the later agreement was, on August 20, 1913, carried out by the delivery of a deed in form as required, duly executed by Mrs. Budlong, the acceptance of the same by the complainant, the payment by it of $1,000 cash, the delivery in accordance with the instructions of Mrs. Budlong to one John B. Carpenter of a promissory note for $10,000, secured by mortgage on the entire real estate conveyed, and the depositing of the four promissory notes with complainant's legal counsel in escrow for future delivery in accordance with the provisions of the second agreement. Afterwards, with the consent of Mrs. Budlong, the complainant procured from the fourth heir of William H. Walcott a' quitclaim deed of his interest in the Walcott strip, and the money paid therefor, $220, was indorsed upon the first of said promissory notes as part payment thereof. After this had been done, the appellant claimed that full and clear title to both of the tracts had passed by her deed to the complainant, and demanded the delivery to her of the four promissory notes and their payment. This the complainant refused to do because the validity and value of the outstanding interests had not been determined, but offered to submit to arbitration the question of what deduction ought to be made from the notes on account of these interests in accordance with the modified contract. Mrs. Budlong refused this offer, and later, by writ dated July 9, 1915, brought an action at law in assumpsit against the complainant for its refusal to have said notes delivered to her and to pay the same. In that action she has attached all the property conveyed by her to the complainant.

The complainant avers, on information and belief, that Mrs. Budlong, at the time of her said conveyance to it, had at least an undivided half interest or share in the second tract and in the rights appurtenant thereto, if not the sole ownership thereof as claimed by her. Said Rhode Island Hospital Trust Company, the devisees of said John D. Lewis, who died testate May, 1915 said John B. Carpenter, and said Nancy C. Budlong are made parties respondent to the lull. The bill further alleges that as a result of the foregoing statement of facts the claims of the respondents other than Mrs. Budlong and Mr. Carpenter constitute clouds upon the title of the complainant to the second tract of land which he is entitled to have removed, or if the trust company and the Lewis devisees have an undivided half interest in portions of said second tract, that the complainant is entitled to partition of said portions, and that unless the prosecution of said action be enjoined and all matters in controversy between said parties be determined in this equity suit, the complainant is in danger of being obliged to pay the balance now unpaid on said promissory notes without any deduction on account of said outstanding claims, and yet of having the claims of said Lewis devisees and said trust company determined against him. The relief prayed for is to have the prosecution of Mrs. Budlong's action at law temporarily and permanently enjoined, and her attachment vacated, to have the rights and interests of said Lewis devisees and the said Hospital Trust Company as trustee, if any, in said second tract determined and settled, and the amount properly payable to Mrs. Budlong on said promissory notes...