Coram v. Davis
| Decision Date | 20 May 1911 |
| Citation | 209 Mass. 229,95 N.E. 298 |
| Parties | CORAM v. DAVIS et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Chandler M. Wood and Horace B. Stanton, for complainant.
Hollis R. Bailey, E. N. Harwood, and Charles E. Stearns, for respondents.
The plaintiff claims in his bill that for his advances made to the defendant Root for his benefit and for that of the other four heirs to the Davis estate for whom Root was acting (hereinafter called the Root group) he had, under the assignments made by the Root group, a lien upon fractional interests of what would be their respective shares in said estate if the will of the elder Davis should not be allowed that by the agreement of compromise made April 28, 1893 between the parties in interest, the will, although in form to be allowed, was in reality set aside and shares larger than they could have expected were assigned to the Root group; that by that agreement there was to be allowed to the Root Group out of the estate the sum of $500,000, on account of their expenses theretofore incurred in litigation, and that this provision was intended to be a provision for the repayment of the advances so made by the plaintiff, and for the payment of Mr. Ingersoll, who had been employed to represent that group on the promise of a contingent fee. This agreement provided also in its thirteenth article, that all expenses incurred in carrying it out should be furnished, one-half by the parties to it of the first part, and one-half by the plaintiff and two others, and provided for their reimbursement out of the estate. A decree was afterwards entered in the Montana court, in which the contest over the will was pending, admitting the will to probate, ordering distribution according to the terms of the compromise agreement and some later agreements not now material, and adopting the agreement of the parties. That court also by a later decree comfirmed the agreement of compromise and the later agreements by which contests over the will were settled. The plaintiff claims also that he then advanced further sums of money which ought, under the agreement, to have been repaid to him out of the estate as well as out of the shares of the Root group. He avers that the assets in the hands of the defendant Leyson, the ancillary administrator of the estate of the elder Davis in this commonwealth, after paying the amount which has been found due to Ingersoll, and the shares of other heirs upon which the plaintiff has no specific right of charge, are insufficient to meet the plaintiff's demands, and claims the right to hold the assets that are or should be in the hands of the defendants Davis and Palmer, regardless of distributions thereof which they have made to the distributees of the estate. He claims also, after the payment of Ingersoll out of the funds which are available to him, that he is entitled to be subrogated to the equitable lien or charge which it has been decided that Ingersoll has upon the shares of the Root group or parts thereof. Ingersoll v. Coram, 211 U.S. 335, 29 S.Ct. 92, 53 L.Ed. 208. He has joined as defendants the administrators of the Davis estate in Montana and in this commonwealth, all parties interested in the estate as distributees or their representatives, and all the parties to the agreement of compromise.
1. The first ground of demurrer is for lack of equity. We are of opinion that the plaintiff shows for the payment of his advances made before April 28, 1893, an equitable charge upon the interests in the shares of the Root group, of which he had taken assignments. This is scarcely disputed, and need not be discussed.
These shares or rights could not come into existence, and there would be no fund upon which the plaintiff could have a charge, unless the will of Davis were disallowed; and the will was admitted to probate. But it was merely a formal allowance, and in reality all but a few minor provisions of the will were wholly set aside by the agreement of the parties and the decree of the Montanacourt made thereon. This has been so decided both by the Circuit Court and by the Supreme Court of the United States. Ingersoll v. Coram (C. C.) 127 F. 418; Id., 211 U.S. 335, 29 S.Ct. 92, 53 L.Ed. 208. It was so held in Montana, the state in which Davis had his domicile and in whose courts the proceedings were had. Davis' Estate, 27 Mont. 490, 71 P. 757. We cannot now regard this as an open question.
Can the plaintiff resort in equity to the fund provided by the compromise agreement to meet the expenses thus far incurred in the litigation? Was this fund or any part of it so far appropriated for the payment of his claim including what might be found to be due to Ingersoll, as to give this right to the plaintiff? It was not provided by the agreement that payment should be made to him or to Ingersoll; the parties were 'to have and receive' it out of the amount which was to be paid by the trustees. But it was set aside for their expenses. It was a means provided to meet these liabilities, a fund out of which they were to make the payments. Under such circumstances a creditor may in equity avail himself of the means of paying his demand which have been thus set apart for the relief of his debtor and through his debtor for himself. Wiggin v. Dorr, 3 Sumn. 410, 1 Fed. Cas. No. 17, 625; Rice v. Dewey, 13 Gray, 47; Demott v. Stockton Paperware Co., 32 N. J. Eq. 124; Harmony Bank's Appeal, 101 Pa. 428; Dunlap v. O'Bannon, 5 B. Mon. (Ky.) 393; Ross v. Saulsbury, 52 Ga. 379; Dover, Ex parte, 14 Q. B. D. 611; City Bank v. Luckie, L. R. 5 Ch. 773.
The plaintiff for the money furnished by him to carry out the compromise agreement rests upon the provision thereof that this should in part be furnished by him and others and should be repaid out of the estate. It is true, as was said in Elmore v. Symonds, 183 Mass. 321, 326, 67 N.E. 314, that a mere personal promise to pay a debt out of a particular fund will not create a lien or equitable charge upon the fund. Christmas v. Russell, 14 Wall. 69, 20 L.Ed. 762; Dillon v. Barnard, 21 Wall. 430, 22 L.Ed. 673; Trist v. Child, 21 Wall. 441, 22 L.Ed. 623; Removal Cases, 100 U.S. 457, 25 L.Ed. 593; Butler's Estate, 105 F. 549 44 C. C. A. 584; Rogers v. Hosack, 18 Wend. (N. Y.) 319; McDonald v. American Bank, 25 Mont. 456, 65 P. 896. But this was not a naked agreement to pay the expenses in the manner provided. It was an arrangement by which the persons who were to furnish the necessary money had the right to understand that the funds of the estate, at least so far as those funds should come to the hands of the trustees, were appropriated for their payment. It was an agreement by all the parties then in interest, undertaking to provide for the disposition of the whole estate and engaging that the amounts properly furnished for the carrying out of the agreement should be repaid out of the designated fund. It authorized the custodians of the fund to apply it so far as might be necessary for this purpose. It appropriated the fund for the repayment, and thereby created an equitable charge upon it. This doctrine has been undisputed since the decision of Legard v. Hodges, 1 Ves. Jr. 478. It has been affirmed by this court. Baylies v. Payson, 5 Allen, 473; Pinch v. Anthony, 8 Allen, 536. It has been declared by other courts in elaborate opinions. Ingersoll v. Coram, 211 U.S. 335, 29 S.Ct. 92, 53 L.Ed. 208; Walker v. Brown, 165 U.S. 654, 17 S.Ct. 453, 41 L.Ed. 865; Fourth Street Bank v. Yardley, 165 U.S. 634, 17 S.Ct. 439, 41 L.Ed. 855; Ketchum v. St. Louis, 101 U.S. 306, 25 L.Ed. 999; Fletcher v. Morey, 2 Story, 555, Fed. Cas. No. 4,864; Stranahan v. Richardson, 75 Minn. 402, 78 N.W. 110, 671.
But the defendants claim that by the compromise agreement the plaintiff and his associates were to be repaid only such advances as they were required by the trustees to make. This contention is based upon the undertaking of Coram and others subjoined to the agreement that they would 'advance from time to time as required' by the trustees 'one half of all expenses,' etc. This bound the plaintiff to make only such advances as should be required by the trustees, but it leaves unqualified the provision in the thirteenth article of the agreement that all funds furnished for 'expenses incurred in the carrying out' of the agreement should be reimbursed out of the estate. The plaintiff may well have been unwilling to bind himself without limitation by an independent promise to advance money without an assurance from the trustees that it was really needed; but the parties to the agreement did not choose to put the limitation upon their promise of repayment. Moreover the covenant of the parties of the first part to furnish one-half of such expenses was unlimited, and called for no assurance or requirement from the trustees; and the obligation of repayment to the plaintiff was the same as to those parties. We cannot now for the benefit of the defendants add to their absolute obligation a limiting stipulation not contained in the agreement. The agreement as written must be taken to be the final and complete repository of the intention of the parties to it. Bray v. Kettell, 1 Allen, 80, 83; Howland v. Leach, 11 Pick. 151, 154; Brown v. Fales, 139 Mass. 21, 28, 29 N.E. 211.
The bill in no way seeks to overthrow the orders of distribution made in the district court of Montana or in the probate court here. Indeed, those orders, establishing the funds to which the plaintiff must look and fixing their amount, are the basis upon which, if at all, the bill must be maintained. Until those orders should be made, the plaintiff's remedy would not be completely available. Even if his rights might have been established and declared before the making of those...
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