Boardman v. Florez

• Decision Date: 31 March 1866
• Citation: 37 Mo. 559
• Parties: WILLIAM BOARDMAN, Respondent, v. BERNARDINO FLOREZ, Appellant.
• Court: Missouri Supreme Court

37 Mo. 559

WILLIAM BOARDMAN, Respondent,

v.BERNARDINO FLOREZ, Appellant.

Supreme Court of Missouri.

March Term, 1866.

Appeal from St. Louis Court of Common Pleas.

Sharp & Broadhead, for appellant.

T. G. Davis, for respondent.

WAGNER, Judge, delivered the opinion of the court.

This was an application for an injunction. It appears upon the record that respondent made his negotiable promissory note, endorsed by one Evans, payable to appellant, for the sum of twelve hundred and twenty-four dollars, due one year after date; at the same time he delivered to appellant, as collateral security, a negotiable note made by one Edward Bicknor, payable to respondent, for the sum of fifteen hundred dollars, secured by a deed of trust on certain real estate in Macoupin county, Illinois, and delivered to him the deed of trust also. After the maturity of the note, without giving any notice to respondent, the appellant procured the land to be sold under the deed of trust, and became the purchaser thereof at the sale, for the sum of five hundred and seven dollars. Afterwards, he re-sold the land for fifteen hundred dollars. Bicknor, the grantor in the deed of trust, was insolvent, and possessed no other property out of which to obtain satisfaction on the fifteen hundred dollar note. The appellant then brought suit against the respondent on the note made and executed to him for $1,224, and claimed judgment for the residue, after deducting, as a credit, the five hundred and seven dollars realized from the sale under the deed of trust. The respondent then filed his bill to restrain and enjoin the appellant from the further prosecution of his suit, claiming that he was entitled to the benefit of the amount for which the land was re-sold; that the note was thereby satisfied, and that there was a balance coming to him. The court, after hearing the cause, found for the respondent, and rendered a perpetual injunction against the appellant, and his attorneys, prohibiting them from further prosecuting the action.

We find it unnecessary to examine the principles of law which govern in cases of pledges of personal property, or the rights, liabilities and responsibilities which exist between pledgor and pledgee. The counsel have argued the case solely on the hypothesis, that the delivering the note with the deed of trust, as security, was a simple pledge; but, in our opinion, the merits and the law of the case stand on entirely different, and more satisfactory grounds. In construing a contract, or transaction, resort is had to a variety of legal rules to aid in its proper interpretation; but all rules are subordinate and secondary to that primary rule which requires that the construction should be according to the real intention of the parties. This rule is paramount, and all others which are merely auxiliary must yield to it. The object of the respondent in delivering to appellant the fifteen hundred dollar note, was not only to make him secure, but, by delivering the deed of trust, he also evinced his intention of giving him the means of enforcing its collection, and applying its proceeds to the discharge of the note due by him to appellant. The appellant, when he proceeded to collect the note, and, in furtherance of that purpose, caused the land to be sold at trustee's sale, placed himself in the attitude of an agent or attorney for collection, and was subject to all the rights and disabilities incident to that character. He stood on the footing of a trustee, bound faithfully to carry out the objects of the trust, and could not, under any circumstances, speculate for his own private gain, to the...