Eastman Marble Co. v. Vermont Marble Co.

• Decision Date: 24 June 1920
• Citation: 236 Mass. 138,128 N.E. 177
• Parties: EASTMAN MARBLE CO. et al. v. VERMONT MARBLE CO.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

236 Mass. 138

128 N.E. 177

EASTMAN MARBLE CO. et al.

v.VERMONT MARBLE CO.

Supreme Judicial Court of Massachusetts, Suffolk.

June 24, 1920.

Report from Supreme Judicial Court, Suffolk County.

Suit by the Eastman Marble Company and others against the Vermont Marble Company. On report by a single justice of the Supreme Judicial Court to the full court. Interlocutory decree ordered, sustaining demurrer to defendant's plea.Boyd B. Jones and Hurlburt, Jones & Hall, all of Boston, for plaintiffs.

R. A. Stewart and F. H. Nash, both of Boston, and E. W. Lawrence, of Rutland, Vt., for defendant.

RUGG, C. J.

This is a suit in equity whereby the plaintiff seeks to obtain the specific performance of a written contract to convey land containing marble quarries and located in West Rutland in the state of Vermont. The contract bearing date July 18, 1892, purports to have been signed by the Vermont Marble Company, a New York corporation, predecessor of the defendant, a Vermont corporation, which, together with two of its officers or agents constitute the party of the first part, and by John W. Howe and Harvey T. Buck, to whose rights the corporate plaintiff alleges that it ahs succeeded by assignment from Howe and Buck to the plaintiff George P. Eastman and from Eastman to the plaintiff, the Eastman Marble Company. The contract purports also to be signed by other parties not here concerned. Since the two others joined with the Vermont Marble Company as parties of the first part to the contract both were its officers or agents, for convenience reference hereafter will be made to that corporation alone as the party of the first part. For convenience also reference will be made to Howe as including both himself and his associate.

The contract recites (1) that the Vermont Marble Company claims ownership to nine-tenths interest in the Clark lot, so called, adjacent to a lot known as the American lot, by conveyance from one Fant; (2) that Howe, by assignment of an agreement dated May 8, 1890, held an option to purchase said nine-tenths, interest; (3) that the Vermont Marble Company, well knowing of that outstanding contract and option, nevertheless in defiance thereof and without the knowledge of Howe, obtained from the owner of said nine-tenths of the Clark lot a conveyance thereof by deed of May 27, 1890; (4) that controversies had arisen between the parties as to the divisional line between the American lot and the Clark lot and prosecutions had been threatened by reason of removal by one Robinson, an agent of the Vermont Marble Company, of monuments marking the boundary between the two lots; and (5) that Howe believed the Vermont Marble Company and others, including Robinson, its agent, were conspiring to purchase the Manley lot so called lying next northerly of the Clark lot, well knowing that the owners had given to Howe on March 3, 1892, an option to purchase it and the remaining one-tenth interest in the Clark lot.

The agreements of the contract are in part (1) that the monuments removed shall forthwith be restored to their original positions;(2) that the divisional line between the American and Clark lots shall ‘be and remain as it originally existed prior to the above mentioned removal or removals' of the bounds ‘and as it was originally laid out on the land,’ namely, a line parallel with and about 16 2/3 rods south of the Blanchard and Mead line, with references to two plans, one known as the Brown plan, dated in September, 1866, and the other as the Green plan, dated in July, 1873; (3) that the parties will join in making deeds for the reformation of the record descriptions contained in former deeds, to conform to the divisional line thus agreed upon; (4) that the Vermont Marble Company will at any time within 25 years at the option of Howe and his associate and their assigns convey to them nine-tenths interest in the Clark lot for $2,800 with interest and taxes; (5) that the Vermont Marble Company will ‘not enter into any deal’ for the acquisition of any interest in the Manley lot or in the remaining one-tenth of the Clark lot, but that, if owing to previous arrangements it should acquire interests, then it will hold them for a like period of 25 years and convey them upon demand to Howe and his associate and assigns upon payment of the amount paid therefor with interest and taxes.

The bill alleges the acquisition of the remaining one-tenth interest in the Clark lot and of the entire Manley lot by the Vermont Marble Company contrary to the terms of the contract, tender by the plaintiff of the amount due to the Vermont Marble Company in accordance with the terms of the contract, and demand for conveyance, refusal by the Vermont Marble Company to make such conveyance and denial by it of the validity of the contract, and concludes with appropriate prayers for specific performance of the contract or in the alternative for the assessment of damages for breach of the contract.

The defendant demurred to the bill and also filed a plea. The case comes before us on a report. The sufficiency of the plea is considered first. The plea sets out in substance and effect these facts: In 1912 the defendant the Vermont Marble Company instituted in the chancery court for Rutland county in the state of Vermont a suit seeking to restrain George P. Eastman, one of the present plaintiffs and the assignor of the corporate plaintiff in the suit at bar, and one Clement, whose title was for the benefit of Eastman, from quarrying marble on the Fant lot (which is another name for the Clark lot), and for accounting and other relief. Eastman and Clement filed an answer to that suit and also a cross-bill whereby they asserted ownership in themselves to the parcel of land 20 rods in width lying south of the divisional line established by the alleged contract of July 18, 1892, as the line between the American lot and the Clark lot. Answer was filed to the cross-bill and the case went to trial.

The fundamental issue involved in those proceedings was the precise location of the Fant or Clark lot. That location depended chiefly upon the true boundary line between the American lot, so called, owned by Eastman and Clement, and the Clark or Fant lot owned by the Vermont Marble Company. The question whether Eastman had trespassed upon land of the Vermont Marble Company and had taken marble therefrom depended upon the ascertainment of the location of that boundary line. The determination of that question necessarily involved an inquiry into the chains of title by which the several parties to that suit acquired their holdings to the land and inevitably required a delimitation of the boundaries of the several parcels of land conveyed to each. That suit and cross-bill were heard by the chancellor, who filed comprehensive and clear findings of fact. These findings of fact are unmistakably plain to the effect that the true boundary line between the American lot owned by Eastman and the Clark or Fant lot owned by the Vermont Marble Company is about 3 rods southerly of that boundary line as described in the contract of July 18, 1892, here in suit. The findings of fact of the chancellor show that in 1866 Andrew J. Mead owned all the property in controversy. The plan, a reduced copy of which is printed on page 146 of 236 Massachusetts and herewith, shows distinctly the several lots as claimed and as found. After a full review of the history of the several titles and the deeds by which they were conveyed, the chancellor reached these conclusions:

(a) The north line of the Mead farm, which was also the boundary between it and land of Benjamin F. Blanchard, is not open to controversy. The litigation proceeds upon the footing that that is fixed.

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(b) The Manley or Morgan lot, which was conveyed to the Vermont Marble Company (two-thirds in 1905 by deed of John H. Mead and another, and one-third by deed of Eastman in 1911 pursuant to the order contained in the decree of a court of chancery), is 10 rods in width and its southerly line is distant southerly from the north line of the Mead farm 10 rods and is parallel therewith.

(c) The Fant or Clark lot (the title to all of which has vested in the Vermont Marble Company and one-third of one-tenth of which was conveyed to it by Eastman in accordance with an order contained in the decree of a court of chancery in 1911), is 10 rods in width southerly of and adjacent to the Manley or Morgan lot and its southerly line is distant southerly from the north boundary of the Mead farm 20 rods and is parallel therewith.

(d) This southerly line of the Clark or Fant lot is also called by the chancellor ‘the present pin line,’ because it is marked in part by three iron pins in a line between two marble posts, one post being set substantially at each end of that boundary line. The two marble posts and the three iron pins marking this boundary line all were put in place before 1890.

(e) The Vermont Marble Company ‘is a purchaser in good faith for value of the land which it claims to own in this suit without notice of right or claim in the defendants or any of their predecessors to any part thereof (except such as may appear in the deeds which are herein received in evidence and such evidences on the ground as have been indicated). Neither of the defendants, Eastman and Clement, has ever had a deed of any land north of a line parallel with and 20 rods south of Mead's north line, other than the deeds herein mentioned and made a part of these findings of fact.’ These deeds manifestly refer to those by which Eastman acquired certain interests in that land, interests subsequently conveyed to the Vermont Marble Company.

(f) Neither Eastman nor Clement nor their predecessors in title ever occupied or possessed land north of a line parallel with and 20 rods south of Mead's north line prior to the deed from Howe to Eastman of May, 1903.

(g) Further findings of the chancellor relate...