Blanchard v. Detroit, Lansing & Lake Michigan Railroad Company

• Court: Michigan Supreme Court
• Writing for the Court: Graves, Ch. J.:
• Citation: Blanchard v. Detroit, Lansing & Lake Michigan Railroad Company, 31 Mich. 43 (Mich. 1875)
• Decision Date: 06 January 1875
• Parties: James O. Blanchard v. The Detroit, Lansing & Lake Michigan Railroad Company

31 Mich. 43

James O. Blanchard v. The Detroit, Lansing & Lake Michigan Railroad Company

Supreme Court of Michigan

January 6, 1875

Heard October 29, 1874

Appeal in Chancery from Ionia Circuit.

Decree affirmed, with costs.

Clute & Smith, for complainant.

Bell & Hutchinson and G. V. N. Lothrop, for defendant.

OPINION

Graves, Ch. J.:

The court below having dismissed the complainant's bill after hearing on pleadings and proofs, he has appealed to this court.

He sets up a conveyance made by himself and wife to the Ionia &amp Lansing Railroad Company in June, 1870, of certain ground on his farm, for a track and depot, the subsequent consolidation of that company with the Detroit, Howell & Lansing Railroad Company, and the assumption by the resulting organization of the name ascribed to defendants in the title of the cause.

The consideration clause of this deed stated that the conveyance was made "in consideration of five hundred dollars and the covenant to build a depot hereinafter mentioned," and following the description and preceding the habendum was the following clause: "But this conveyance is made upon the express condition that said railroad company shall build, erect and maintain a depot or station house on the land herein described, suitable for the convenience of the public, and that at least one train each way shall stop at such depot or station each day when trains run on said road, and that freight and passengers shall be regularly taken at such depot." Apart from these passages the deed was in common form, and silent in regard to a depot. Together with other matters not necessary to be mentioned, the bill alleged acceptance of the deed, and that the company built the road over the land granted, and that for some time past the consolidated organization has used and occupied the road for running trains; that complainant, in granting to the company, was largely influenced by his expected accommodations, in having a depot at his place, and the rise in value which it would cause to his surrounding property; that by accepting the grant the company became bound to perform as specified in the second of the foregoing clauses, but have totally refused to comply with, or abide by it, and that complainant is entitled to insist on specific performance, or if that be found improper, then to such compensation as will indemnify him.

The answer asserts, and this is admitted, that the deed was wholly prepared by complainant's legal adviser, and that complainant refused to convey on any other terms. The answer then avers that the clause concerning a depot, and now assumed by complainant to operate as a covenant, is not one, nor entitled to operate as one, but is simply and purely a condition subsequent, and that the company, having become satisfied that compliance with it would be detrimental to the public interest and their own, decided not to observe it, and had therefore refused to abide by it.

The answer also claims the benefit of a demurrer for want of equity.

A peculiar feature of this cause is, that it is the grantee, and not the grantor, as is almost invariably the case, who maintains that the important clause in the grant which the grantor relies upon as a covenant, is a condition, and one, too, which the grantee has distinctly violated. This is the more noticeable since one of the settled rules for deciding in doubtful cases that the writing is a covenant, and not a condition, is based on the idea that a condition, as tending to destroy the estate, would be less favorable to the grantee.--4 Kent's Com., 129, 132.

The position of these parties confounds the reason of this rule, and would dispense with the rule itself if the case were a doubtful one.-- Catlin v. Springfield Fire Ins. Co., 1 Sumn. 434, 440, 5 F. Cas. 310.

The real questions necessary to be decided will hardly admit general reasoning or nice deductions. Aside from reasons very manifest, they depend upon authority, and can only be lawfully determined in accordance with principles which have been fully recognized and adjudged. And the circumstance, that one of the parties is a natural and the other an artificial person, gives no significance whatever to the legal merits, nor does it in any manner bear upon the proper exposition and application of the controlling principles.

The complainant and the other party to the grant, being both competent, and able to act independently and look after their respective interests, voluntarily bargained with each other, and complainant, being assisted by counsel, caused a provision couched in terms of his own choice to be incorporated in the grant, and the grantee deliberately accepted the grant so drawn, and the defendant, as successor of the grantees, expressly and finally refuses to execute the provision in question.

After insisting that this provision was binding on them in no other sense or extent than as a condition subsequent, and as a necessary consequence that it affords no basis whatever for any relief exclusively dependent upon promissory undertaking, the defendant further insists that if the controverted clause, or rather the clause of which the nature is controverted, were to be regarded as promissory, still its positive enforcement must be declined in equity, first, on the ground of public policy, and second, on the ground that its requirements are on the one hand positively unsuitable to be enforced by chancery, and on the other hand that in many indispensable particulars the subject matter is left too much at large, too value, and too much in want of detail, to admit of execution by the court.

The first question for consideration appears naturally to be, whether the particular clause in the deed is a covenant or mere condition subsequent, having no promissory force; and this is purely a question of authority. The language of the clause itself is plain and unambiguous, and the grant must have effect according to the legal interpretation and meaning of its terms, and not according to any erroneous impression either party may have formed respecting its operation.-- Furbush v. Goodwin, 5 Fost. 425.

Much stress was placed by complainant's counsel upon the phrase in the consideration clause, which speaks of an aftermentioned covenant to build a depot. Now this expression must be taken to refer to the subsequent clause about whose operation the parties differ, or it must otherwise be taken as a mere purposeless expression.

The reasonable opinion would seem to be, that this statement in the consideration clause was actually intended to refer to the later provision respecting the depot, and to expressly mark that the right it evidenced was part of the consideration.

It is hardly admissible to suppose that the grantor carefully introduced this phrase, and then omitted to insert anything to satisfy what he considered the phrase called for.

But, conceding the expression was meant to apply to the subsequent passage, it is another and very different question, whether it is entitled to control the proper meaning and nature of that passage. It may be fully admitted that if the terms of the main clause were not clear and strong to fix its legal character, or if the other portions of the instrument were such as to cause the mind to hesitate about its legal significance, the words of the consideration clause might be resorted to, to help to a conclusion in harmony with the literal import of these words. But this is not the case. Apart from the expression in the consideration clause, the subsequent provision, as well as the residue of the instrument, is too perfectly worded and too precise, to admit of any doubt whatever.

Independently of such first expression, there is no ambiguity, and no obscurity.

Now, in alluding as they did, when writing down the statement of consideration, to the positive provision as a covenant, we may suppose that at the most the parties manifested their opinion of the legal nature of the stipulation. But as this clause was precisely in the form desired, their opinion of the character the law impressed upon it, or their idea of the name belonging to it, whether indicated by giving it a specific designation, or in some other way, cannot alter its necessary legal nature. The books are full of illustrations of this point. When an instrument or provision is clearly and distinctly so drawn and consummated that the law at once attaches, and determines that it possesses a specific legal nature, and exclusively belongs to a given class of transactions, the parties cannot, by arbitrarily assigning a name to it wholly foreign to its true character, succeed in transforming it, and so cause it to stand and operate in a manner wholly alien to it. To conclude otherwise would be to reject the legal criteria of certainty in written transactions.-- Radcliff v. Rhan, 5 Denio 234; Scudder v. Bradbury, 106 Mass. 422; Pearce v. Grove, 3 Atk. 522; Rice v. Ruddiman, 10 Mich. 125; Railroad Co. v. Trimble, 77 U.S. 367, 10 Wall. 367, 19 L.Ed. 948; 1 Cow. & H. Notes, 211, et. seq. Even when the legislature holds a mistaken opinion concerning the law, it does not change it.-- Postmaster G. v. Early, 25 U.S. 136, 12 Wheat. 136, 6 L.Ed. 577; Talbot v. Seeman, 1 Cr. 1; Mersey Docks v. Cameron, 11 H. L., 443, per Lord Chelmsford, p. 518; Murray's Lessee v. Hoboken Land & Improvement Co., 59 U.S. 272, 18 HOW 272, 285, 15 L.Ed. 372. A plain condition cannot be converted in to a perpetual covenant by calling it one. This sentence, then, cannot be allowed to alter the intrinsic nature of the main provision. In noticing the position that the consideration clause in the deed ought to help to an opinion that the second clause constituted a covenant, and not a mere condition subsequent, we have...