Chute v. Washburn

• Decision Date: 23 September 1890
• Citation: 46 N.W. 555,44 Minn. 312
• Parties: CHUTE ET AL. v WASHBURN ET AL.
• Court: Minnesota Supreme Court

44 Minn. 312

46 N.W. 555

CHUTE ET AL.vWASHBURN ET AL.

Supreme Court of Minnesota.

Sept. 23, 1890.

(Syllabus by the Court.)

1. Plaintiffs in due form conveyed a tract of land to the defendant W., who was then the president of the other defendant, a railway corporation. As part of the same transaction, W. acknowledged, in writing, under seal, that he held the land in trust for the corporation, to be used for certain purposes; and in the same writing contracted with the plaintiffs that he would reconvey the land to them if the corporation did not, within three years, take, use, and occupy the same, in whole or in part, for terminal purposes. The corporation was cognizant of the conveyance and contract, and assented to them. Held that, as between the parties, the deed and the concurrent contract must be considered and treated as one instrument.

2. The fee to the land vested on delivery of the deed in W., in trust, subject to divestiture should there be a failure to comply with the condition specified, which was a condition subsequent, not precedent.

3. A court of equity will not lend its aid to divest an estate for the breach of a condition subsequent.

4. Testimony in the case examined, and held sufficient to sustain a finding of the trial court that the defendant corporation had fulfilled in accordance with the terms of the contract, and had complied with the conditions imposed therein.

5. The acts of the corporation in relation to the construction of its road and the establishment of its terminals, both before and after the expiration of the period prescribed, were admissible in evidence for the purpose of showing that it performed certain acts of use and occupation of the premises involved in good faith and with an honest motive.

Appeal from district court, Hennepin county; HICKS, Judge.

Howell W. Young and John M. Miller, for appellants.

F. D. Larrabee, (Koon, Whelan & Bennett, of counsel,) for respondents.

COLLINS, J.

In the year 1883, and by the same persons, substantially, there were organized, in the respective states of Minnesota, Michigan, and Wisconsin, three distinct corporations, the object of those interested being to build that railway line now known as the “Soo System,” extending from Minneapolis to Sault Ste. Marie. The Minnesota corporation was named the “Minneapolis & St. Croix Ry.;” that organized in Michigan, the “Menominee & Sault Ste. Marie Ry.;” and that in Wisconsin, one of the defendants herein, the “Minneapolis, Sault Ste. Marie & Atlantic Ry.” The defendant Washburn was the president of this last-named road, and was largely interested in the others. On November 27, 1883, plaintiffs were the owners in fee of the land first described in the complaint in this action, 160 acres situated near the city of Minneapolis. On that day they entered into a verbal agreement with defendant Washburn, whereby they agreed to donate to him, in trust for the defendant railway company, one certain 40-acre tract out of the 160, upon certain conditions. Pursuant to their agreement, the plaintiffs, on the day last named, made and delivered to defendant Washburn a warranty deed of the 40 acres, and the latter at the same time executed, under seal, and delivered to the plaintiffs, the written obligation or contract known in these proceedings as “Exhibit A.” This writing was an acknowledgment by Washburn that he had received a conveyance of the 40 acres for the use of the railway company “as terminal grounds, for shops, yards, tracks, and other terminal facilities, together with other grounds so conveyed and held by said Washburn, and that said Washburn holds the title to the same in trust for said railway company, to be taken, occupied, and used by said railway company for some or all of said purposes. And it is hereby covenanted and agreed that, if the said land first herein described shall not within three years from the date of said deed be so taken, occupied, and used by said railway company, in whole or in part, for such terminal purposes, then said William D. Washburn will, upon demand of said Samuel H. Chute and Richard Chute, reconvey, by good and sufficient deed, said land to them, the said Samuel H. Chute and Richard Chute; and this agreement shall be binding upon the respective heirs, executors, administrators, successors, and assigns of all the parties in interest herein.” September 25, 1884, the defendant corporation duly assented to the trust created by the writings, before mentioned, by formally resolving to accept the conveyance for its benefit, subject to the terms and conditions expressed in the contract executed by Mr. Washburn, and did further resolve that the latter should make and deliver to it a written declaration of the trust and of the terms and conditions upon which he obtained and held the title to the land in question. In the month of December, 1886, the plaintiffs demanded of Mr. Washburn that he reconvey the property to them, upon the ground that none of the conditions impressed upon the trust by his written obligation had been complied with, and that therefore they were entitled to a deed. This was refused; hence this action, which was brought to reinvest the plaintiffs with title to the 40 acres, on which, and upon the land contiguous, mentioned in the Washburn obligation, the defendant corporation had, prior...