Brown v. Slee

• Decision Date: 01 October 1880
• Citation: 26 L.Ed. 618,103 U.S. 828
• Parties: BROWN v. SLEE
• Court: U.S. Supreme Court

103 U.S. 828

103 U.S. 828

26 L.Ed. 618

BROWN v. SLEE.

October Term, 1880

APPEAL from the Circuit Court of the United States for the District of Iowa.

The facts are stated in the opinion of the court.

The case was argued by Mr. George G. Wright and Mr. Chester C. Cole, with whom was Mr. Wll iam M. Randolph, for the appellant, and by Mr. Charles C. Nourse for the appellee.

MR. CHLEF JUSTICE WAITE delivered the opinion of the court.

This is a suit in equity and presents the following facts: Prior to Aug. 6, 1870, Talmadge E. Brown and Jarvis Langdon were partners in business. On that day Langdon, died, leaving a will, in which he appointed John D. F. Slee, Charles J. Langdon, Theodore W. Crane, Olivia L. Langdon, and Samuel L. Clemens, executors. On the 25th of April, 1871, the executors and Brown entered into the following agreement in writing:——

'The executors of Jarvis Langdon, deceased, for value received, hereby sell, assign, set over, and transfer unto Talmadge E. Brown all the right, title, and interest of J. Langdon, deceased, in or to the undivided property or assets of the late firm of T. E. Brown & Co., of Memphis, Tennessee.

'Subject, however, to all taxes and assessments thereon, now made or hereafter to be made, to all indebtedness therefor, and to all liabilities of said firm or any of the members thereof, for transactions in the business of the firm in tort and contract, and subject to all judgments against the said firm or any member thereof, recovered or to be recovered, and all costs, disbursements, officers and counsel fees, and all liability for contribution to any other partner or person in consideration of moneys paid or to be paid upon any liability of, from, and against all of which real or possible liabilities, and of, from, and against any other liability growing out of the transactions of said firm, said Brown agrees to fully indemnify and save harmless the executors, heirs, and next of kin of said J. Langdon, deceased.

'And said Brown further agrees to pay and discharge any just and legal claim of any person or persons whomsoever for any share of the profits or proceeds of the business of said firm, whether said claim be against the said firm or against the said Langdon, deceased, individually, and to fully indemnify and save harmless the executors, heirs, and next of kin of said Langdon of, from, and against any such claim; all the aforesaid agreements of indemnity to apply not only to the liability growing out of the transactions of said firm, but also to any possible liability growing out of the transactions of the predecessors of said firm.

'Said Brown agrees to pay for such interest as follows:——

'First. Upon the assignment of the interest above mentioned twenty-five thousand dollars ($25,000) in cash, together with the further amount of fifty thousand dollars ($50,000) in notes, satisfactorily indorsed by B. F. Allen, or other satisfactory indorsers, and running from three (3) to eighteen (18) months at a fair average time from these extreme points of time mentioned.

'Second. A certain tract of land consisting of one hundred and thirty (130) acres, situated within the limits of the corporation of the city of Des Moines, Iowa, and also a certain plantation situated on the White River, in Arkansas, consisting of sixteen hundred (1,600) acres of land, and all the buildings, improvements, and appurtenances belonging thereto. In reference to the lands in Iowa and Arkansas, the purchaser hereby agrees that in five years from the date of this contract he will, if the estate or its legal assigns so desire, purchase back the lands for twenty-five thousand ($25,000) dollars, paying that sum in cash.

'This agreement is upon condition that the aforesaid two tracts of land are owned by said Brown in fee-simple, absolute, free, and clear of all taxes, assessments, and incumbrances of whatever nature, and that they shall, before this assignment shall be operative, be conveyed by full covenant deeds to the executors of said J. Langdon, deceased, said conveyances to be executed also by the wife of said Brown, and said executors to be furnished with properly authenticated abstracts of title thereof, showing the title thereof to be perfect and that they are free and clear of all incumbrances.

'The executors further agree that upon thefi nal performance of this contract they will surrender certain notes now held by the estate against T. E. Brown, amounting to the sum of seventeen thousand dollars ($17,000), the aforesaid interest shall be assigned upon the execution of said contract and the delivery of notes, money, and deeds of the land as aforementioned.

'Said Brown is to have sixty (60) days within which to make the delivery and payments described in this contract.

'Dated 25th April, 1871.

'The estate of J. Langdon, per

'J. D. F. SLEE, Executor and Attorney.

'T. E. BROWN.'

On the 25th of June, 1871, Brown paid the cash called for by the contract, gave his notes, and conveyed the Des Moines land to Charles J. Langdon. Thereupon the executors made to him the following assignment:——

'In consideration of one hundred thousand dollars this day received of T. E. Brown, as by the terms of our contract made with him, bearing date April 25, 1871, we, the executors of the last will of Jarvis Langdon, deceased, do hereby sell, assign, and transfer to said T. E. Brown all our rights and all the right, title, and interest Jarvis Langdon had in his lifetime in and to the property and assets of the firm of T. E. Brown & Co., at Memphis, Tennessee, subject to the terms and conditions of our said contract of April 25, 1871, above mentioned.

'J. D. F. SLEE, Executor.

'C. J. LANGDON, Executor.

'T. W. CRANE, Executor.

'SAMUEL L. CLEMENS, Executor.

'OLIVIA L. LANGDON, Executrix.'

On the 3d of July, Brown took from Charles J. Langdon a lease of the Des Moines land for five years, and, for the use, agreed to pay the taxes and keep the premises in repair. Langdon, however, retained the right to sell the property, or any part of it, in which case the lease was to terminate, so far as it related to the property sold.

On the 30th of August the following supplemental agreement was entered into by the parties:——

'It is hereby mutually agreed by and between Talmadge E. Brown and J. D. F. Slee and others, executors of the estate of Jarvis Langdon, deceased, that said Brown need not perfect his conveyance to the plantation on White River, in Arkansas, as he is required to do by contract with said executors, dated April 25, 1871, but may, in lieu thereof, transfer and assign to said executors a certain judgment now owned by him against the county of Buena Vista, State of Iowa, on which there is due to him five thousand ($5,000) dollars, for the purposes named in said contract of April 25, 1871, said Brown to guarantee the collection of said judgment.

'It is further understood and agreed that if said executors desire it, said Brown shall, at the expiration of the five (5) years stated in said contract of April 25, 1871, repurchase the 130 acres of land in the city of Des Moines at $25,000, the same as though the plantation aforesaid was included therein.

'And it is further understood that if any of said Buena Vista judgment shall within said five (5) years be paid to said executors, they will allow interest thereon at the rate of seven (7) per cent per annum, and the principal so paid may be deducted from the $25,000 to be paid by said Brown for the repurchase of the Des Moines property.

'In witness whereof, said parties have hereunto set their hands this 30th day of August, 1871.

'J. D. F. SLEE, Executor,

'And Attorney for the Executors of the Estate of J. Langdon, Deceased.

'TALMADGE E. BROWN.'

On the 30th of October, 1875, Charles J. Langdon wrote the following letter to Brown, which reached him in due course of mail:——

'ELMIRA, Oct. 30, 1875.

'T. E. BROWN, Esq., Des Moines, Iowa.

'DEAR SIR,—My wife's health is so poor that I am obliged to go away with her, and I shall sail for Europe Saturday next, for an absence of four, six, or eight months. I have left all necessary papers for the closing of our matters, the re-deeding of the Des Moines land and all other necessary business, with Mr. Slee. The balance of $25,000, less what has been paid on Buena Vista Countyju dgment, will be due April 25, 1876, and we shall desire the money at that time as per contract.

'Yours truly,

C. J. LANGDON, Executor.'

To this letter Brown made no reply until May 26, 1876, when he wrote as follows:——

'DES MOINES, 26th May, 1876.

'CHAS. J. LANGDON, Esq., Elmira, N. Y.

'DEAR SIR,—Your letter to me last fall in regard to the land did not seem to require an early answer, and I have delayed it until now. I shall not be able to pay you the money this year, and propose the following, which I trust will answer your purpose: 25th April, '77, $5,000.00 and a like sum on the 25th day of each April following, all unpaid sums to draw six per cent per annum from April 25, '76, the land to remain in your name until it is paid. The last payment will be fractional part of $5,000, of course. This is small interest, but interest must in future be less than it has been, and this is all I get on money that has been due longer than this has to you. There has been nothing paid on the Buena Vista judgment since remittance to you. The county are trying to have the same set aside for some informality or fraud, and may succeed, but I think not.

'Very truly yours, &c.,

T. E. BROWN.'

On the 31st of May Langdon answered this letter declining the proposition, and on the 4th of June Brown wrote him as follows:——

'DES MOINES, 4 June, '76.

'C. J. LANGDON, Esq., Elmira, N. Y.

'DEAR SIR,—I am in receipt of your favor of the 31st May. You say the proposition does not suit you. This does not surprise me. I did not think it would. I am very sorry I cannot pay this money and take the land now. You must take such course in the...