Bridgeport Land & Improvement Co. v. American Fire Proof Steel Car Co.

• Decision Date: 25 February 1892
• Citation: 10 So. 704,94 Ala. 592
• Court: Alabama Supreme Court
• Parties: BRIDGEPORT LAND & IMP. CO. v. AMERICAN FIRE-PROOF STEEL CAR CO. OF ALABAMA.

10 So. 704

94 Ala. 592

BRIDGEPORT LAND & IMP. CO. v. AMERICAN FIRE-PROOF STEEL CAR CO. OF ALABAMA.

Supreme Court of Alabama

February 25, 1892

Appeal from chancery court, Jackson county; THOMAS COBBS Chancellor.

Action by Bridgeport Land & Improvement Company against the American Fire-Proof Steel Car Company of Alabama. Judgment for defendant. Plaintiff appeals. Affirmed.

The bill in this case was filed by the appellant against the appellee, and sought to enforce a vendor's lien. The facts are sufficiently stated in the opinion. The defendant demurred to the bill on the grounds that it does not show that at the time of the filing there was any unpaid purchase money due from the defendant to the complainant; that the bill shows only a claim against defendant for unliquidated damages; that the bill fails to allege that there was any fixed sum of money agreed upon between the complainant and the defendant as purchase money for the land described in the bill; that the complainant has a complete and adequate remedy at law; and that the bill is without equity. Upon the submission of the cause of the demurrers, the chancellor sustained the demurrers. This appeal is prosecuted by the complainant, and the chancellor's decree is assigned as error.

J E. Brown, for appellant.

Cumming & Hibbard, for appellee.

COLEMAN J.

The bill was filed to enforce a vendor's lien upon 50 acres of land sold by appellant to the appellee. The court sustained a demurrer to the bill, and from this decree the appeal is prosecuted. Complainant conveyed the land to defendant by absolute deed of conveyance, with covenants of warranty. In such cases the vendor's lien is a mere creature of equity, not founded on contract, as is understood when the legal title is reserved by the vendor as a security for the purchase money. The real foundation for a mere equitable lien of a vendor for the purchase money of lands is that it is against good conscience for one man to get and keep the lands of another man without payment of the agreed consideration. The only consideration expressed in the deed of conveyance, and upon which it was made, when the deed alone is considered, is the "erecting and operating of a car factory, within 12 months from date, by the American Fire-Proof Steel Car Company, of Alabama." The bill avers that the car factory was never completed or operated and the consideration is averred to be of the value of $100,000. Has a vendor an equitable lien upon land for the enforcement of such a claim, and is a court of equity of competent jurisdiction to enforce it? In Thomasson v Cooper, 57 Ala. 563, 564, the court uses this language: "To maintain a bill to enforce a vendor's lien there must be a debt due to the complainant, contracted in the purchase of the land, still unpaid, and which the purchaser, either at the time, or at some prior date, was liable to pay as a primary debtor, without condition." The rule has long prevailed in this state, and has been uniformly held, that a vendor's lien attaches to the land when it is conveyed in consideration of the transfer and delivery to the vendor of chattels, choses in action, and the like, which are capable of reduction to a money value, to secure the transfer and delivery or payment, in accordance with the terms of the contract. Coal Co. v. Long, 91 Ala. 542, 8 South. Rep. 765; Neel v. Clay, 48 Ala. 252; Smith v. Vaughan, 78 Ala. 201; Burns v. Taylor, 23 Ala. 255. The authorities are not uniform upon the question as to whether the equitable lien exists as a security for unliquidated and uncertain damages. 4 Wait, Act. & Def. p. 322. In Jones on Liens (volume 2, § 1071) the rule is stated, "that when the sale is not made for a sum of money, but in consideration of a covenant or agreement to do certain things, the covenant or agreement is then itself the consideration, and in obtaining the covenant or agreement the vendor has been paid all he contracted for." "Thus a covenant or agreement to erect buildings on the land creates no lien on it for the performance of the covenant or agreement." The text cites the case of McDonald v. Land Co., 78 Ala. 382. In the same section (section 1071) the remedy given in such a case is: "If the vendor has conveyed the land, his remedy is an action for damages for breach of the covenants; but if he has not conveyed the land, he may refuse to execute a conveyance." In Williams v. Crow, 84 Mo. 298, the facts were that William Baily, Sr., sold and conveyed by deed of warranty to Ann W. Crow, a tract of land for $1,000, which sum was paid. When the deed was executed, the lands were under a lease of 10 years to William Baily, Jr. At the time of the execution of the deed of conveyance, and as a part of said deed George R. Crow and Ann W. Crow, his wife, consented and agreed "to hold and keep said William Baily, Sr., grantor in said deed, harmless on account of the execution of said deed, and on account of any claim for damages, or otherwise, of said William Baily, Jr., against said William Baily, Sr., on account of a breach of said contract, *** and will pay any judgment and cost recovered thereon against said William Baily, Sr.," etc. William Baily, Jr., sued William Baily, Sr., on the lease, and, including cost, etc., recovered a judgment for damages, which, with the cost and expenses, aggregated $697.36. The judgment was paid by William Baily, Sr., and he filed a bill in equity to enforce a vendor's lien for this amount upon the land sold to Ann. W. Crow, the grantee. It was held that the complainant was entitled to relief; that the agreement to save Baily, Sr., harmless constituted as much a part of the purchase money as if the...