Bond v. Crawford, 3886

• Decision Date: 10 March 1952
• Docket Number: No. 3886,3886
• Citation: 69 S.E.2d 470,193 Va. 437
• Court: Virginia Supreme Court
• Parties: VERNARD F. BOND AND AUDREY A. BOND v. JOSEPH P. CRAWFORD, SR., ET AL. Record

Page 470

69 S.E.2d 470

193 Va. 437

VERNARD F. BOND AND AUDREY A. BOND v. JOSEPH P. CRAWFORD, SR., ET AL.

Record No. 3886.

Supreme Court of Appeals of Virginia

March 10, 1952.

Clarke, Richard, Backus & Moncure, for the appellants.

Hardee Chambliss, Jr., E. A. Prichard and Bernard M. Fagelson, for the appellees.

JUDGE: EGGLESTON

EGGLESTON, J., delivered the opinion of the court.

Vernard F. Bond and Audrey A. Bond filed their bill in the court below praying for specific performance of the following agreement:

'Alexandria, Virginia, Aug. 6th, 1949

'This memorandum of agreement by and between J. P. Crawford Sr. and Clara Crawford wife and Vernard F. Bond.

'Mr. and Mrs. J. P. Crawford hereby sells the following properties to Vernard F. Bond and Audrey A. Bond for the sum of $11,000.00 to be paid as follows: $500.00 which is hereby acknowledged and the balance upon delivery of deed. The lands described as following, Lots 44, 45, 16, 17, 18, 15 and Saint Johns Church property all Cameron View, Fairfax County Va. You will find that some of the Church property was deeded to State of Virginia, but Bond is to get the balance. Taxes and insurance to be prorated. There is a deed of trust which Bond holds on the property except the Church property. Also a deed of trust on the Church property notes in Richmond, Va., held by the church trustees which will give you street address later.

'The deposit is Five Hundred Dollars.

'(Signed) J. P. Crawford

'(Signed) Clara Crawford

'(Signed) Vernard F. Bond' ¹

In addition to the Crawfords the bill made parties defendant Max London and Ben London, to whom it was alleged that the property had been subsequently conveyed in derogation of the plaintiffs' rights, and Bernard M. Fagelson, trustee in a deed from the Londons securing a part of their purchase price.

The prayer was that the Crawfords be required to perform specifically the agreement with the plaintiffs and give them 'a good and sufficient deed' to the property; that the conveyance by the Crawfords to the Londons, and the deed of trust from the latter to Fagelson, trustee, be declared null and void and set aside.

The Crawfords filed a joint answer in which they admitted the execution of the agreement, but alleged that on August 29, 1949, and again on September 1st, Vernard F. Bond had verbally 'renounced' and rescinded the contract and requested a return of his deposit of $500; that they, the defendants, 'having elected to treat said contract with Vernard F. Bond as breached,' entered into an agreement on September 1, 1949, to sell the property to Max and Ben London.

The answer further alleged that thereafter Bond had 'requested' that the defendants execute a deed conveying the property pursuant to the terms of the contract; that on September 13, 1949, the defendants had tendered to the Bonds 'a good and sufficient deed of special warranty' and requested settlement of the transaction but that the Bonds had refused to accept the deed and pay the purchase price.

The Londons filed a joint answer and cross-bill in which they alleged that on September 1, 1949, they had entered into a valid contract with the Crawfords to purchase the property for $12,500, and that this agreement had been consummated by the conveyance of the property to them by deed recorded September 20th.

The cross-bill prayed that the Bonds' bill for specific performance be dismissed and that the Crawford -- Bond contract of August 6, 1949, which had been recorded in the local clerk's office, be declared 'null and void and removed as a cloud upon the title to the real estate' which they (the Londons) had purchased.

There was a decree of reference to a master commissioner who was directed to ascertain and report among other things, whether or not the plaintiffs were 'entitled to the relief prayed for' in their bill of complaint. The evidence on behalf of the parties, taken in the presence of the commissioner, shows these facts:

In 1947 Crawford, who had been a real estate broker for nearly thirty years, purchased from a special commissioner a tract of land in Fairfax county, known as St. Johns Church property, which was adjacent to six lots owned by him in Cameron View, a near-by subdivision. This church property and the adjacent lots are the subject of the present controversy.

On March 23, 1949, Crawford, who was then in straitened financial circumstances, borrowed $2,000 from Bond and gave in return his note, payable to bearer sixty days after date, in the sum of $2,200, secured by deed of trust on the Cameron View lots. On previous occasions Bond, who is a man of considerable means, had loaned money to Crawford and in each, as in this, instance had charged him a ten per cent premium over and above the legal rate of interest. At the time of the transaction with which we are concerned all of these loans except that evidenced by the note of $2,200 had been paid.

On Saturday, August 6, 1949, Bond went to Crawford's house and offered to buy the St. Johns Church property and the adjacent lots. After some negotiations the parties finally agreed upon a sale at $11,000 cash, and the contract which is the subject of this suit was typed by Bond and signed by him and Crawford. Bond gave a check for $500, payable to Crawford and his wife.

Mrs. Crawford, who had been preparing a meal while the bargaining was taking place, looked over the paper prepared by Bond and refused to sign it until she had consulted counsel. After having talked to her attorney over the telephone Mrs. Crawford signed the contract on Monday morning, August 8th, and Crawford took it to Bond's office.

Bond testified that he told Crawford that he wanted a 'general warranty deed' to the property. The Crawfords do not deny that Bond made this request, but say that they told him that they could give only a special warranty deed to the church property, as such was the character of the deed by which they had obtained title to it. In any event, the contract did not specify what type of deed was to be given.

On August 8th Bond delivered the contract to Davis-Ruffner Title Corporation and asked that concern to issue or procure a policy insuring the title to the property. During the month of August, Bond was informed by that corporation that the title to the church property was not insurable. Bond conveyed this information to Crawford who assured him that a policy could be procured through the office of John W. Rust, a member of the local bar.

It later developed that after some correspondence Rust succeeded in procuring a letter, dated September 20, 1949, from Lawyers Title Insurance Corporation of Richmond, stating that it would insure the title. During this interim Bond insists that he was ready and willing to consummate the transaction on his part.

Crawford testified, however, that on either August 29th or 30th Bond telephoned him that, because of the questionable title, 'he did not want' the property. Crawford further testified that on the morning of September 1st, before he had left home, Bond called and told him in the presence of Mrs. Crawford, their son, Archie, and their daughter, Catherine, that 'the deal was off' and that he (Bond) wanted the $500 deposit returned to him. Crawford's testimony is corroborated by that of his wife and their two children.

Bond, however, strenuously and repeatedly denied that he had ever called the deal off or signified any intention not to consummate the transaction. Moreover, Bond says that on September 1st Crawford came to his office, tendered him a copy of a special warranty deed, and demanded that the transaction be consummated on this basis, and that he (Bond) declined to do so.

On September 1st, between two and three p.m., the Crawfords signed a contract agreeing to convey the property to the Londons for $12,500.

On the same day, about five p.m., Crawford went to Bond's office after the latter had gone home, leaving the office in charge of Russell G. Jones. Crawford offered Jones his (Crawford's) check for $500 payable to Bond, representing the return of the cash deposit which Bond had made at the time of the execution of the contract of August 6th. Jones telephoned Bond of this and was instructed not to receive the check. Crawford, however, refused to accept a return of the check and left it with Jones.

The next day Bond wrote Crawford a letter, which he sent by registered mail, returning Crawford's $500 check and insisting that the transaction be consummated.

On September 3rd, after having acknowledged his signature to the contract before a notary, Bond had it recorded in the local clerk's office.

On September 13th Crawford and wife executed and tendered to Bond a special warranty deed to the property and demanded settlement. Bond declined to accept this deed, insisting that he was entitled under the terms of the contract to a general warranty deed.

On September 20th a deed conveying the property from the Crawfords to the Londons was recorded in the local clerk's office. Simultaneously therewith there was recorded a deed from the Londons to Fagelson, trustee, conveying the property to secure the deferred portion of the purchase price.

While Crawford testified that the consideration for the conveyance of the property to the Londons was $12,500, he discounted the deed of trust note or notes at a cost to him of $2,105, thereby realizing the net sum of $10,395 from the sale. This was $605 less than the cash price of $11,000 at which he had agreed to sell the property to Bond.

Crawford testified that at the time he executed the contract of sale with the Londons he did not tell them of his prior contract and dealings with Bond. But it appears from other evidence that the Londons had actual notice of such transaction. John C. Wood, an associate of Rust, testified that the Londons inquired at the Rust office as to the status of the title to the property and were informed of the Crawford-Bond contract and told that 'settlement...