Gorham v. Sayles

• Decision Date: 28 December 1901
• Citation: 50 A. 848,23 R.I. 449
• Parties: GORHAM v. SAYLES.
• Court: Rhode Island Supreme Court

50 A. 848

23 R.I. 449

GORHAM

v. SAYLES.

Supreme Court of Rhode Island.

Dec. 28, 1901.

Suit by Amy T. Gorham against Frank A. Sayles. Bill dismissed.

Arnold Green, for complainant.

Edwards & Angell, for respondent.

STINESS, C. J. The complainant brings this suit to compel the respondent Frank A. Sayles to deliver to her a bell, in his possession, used on the Butterfly Factory for many years, "of great antiquity and of great value, as a curious, and, in this locality, unique, specimen of ancient work." The bell was on the factory in 1872, when W. F. and F. C. Sayles became owners of the estate, under a deed to them, as copartners, from H. M. Sawtelle. At that time William F. Sayles, the father of the respondent Frank A. Sayles, signed a written paper, in the name of the firm, as follows: "Know all men by these presents that the old bell on the Butterfly Factory, so called, in the town of Lincoln, an estate bought by us of H. M. Sawtelle, as described in deed dated May 1872, was not included in the sale of said estate, and we agree to give the same to John Gorham, his order or assigns, at any time it may be called for, after one year from this date. W. F. & F. C. Sayles." The complainant is the sole devisee and legatee and sole executrix under the will of John Gorham, and as such claims title to the bell. The firm of W. f. & F. C. Sayles was dissolved in 1804, by the death of William F. Sayles, who left a will, of which Frank A. Sayles is executor. In July, 1896, Frederick C. Sayles sold and conveyed to Frank A. Sayles all his interest in said factory estate. The bell was then on the factory, and Frank A. Sayles testifies that when he purchased said interest he assumed that the bell went with the factory, and that he never heard of the agreement above referred to, nor of any other claim that it did not belong to him, until a short time before the filing of this bill, in August, 1899.

Upon these facts several questions have been raised which, in our view of the case, need not be considered; the point chiefly relied on in defense being that of laches on the part of the complainant and her husband, from whom she claims title. The instrument under which the complainant claims was executed 22 years before Frank A. Sayles bought the property, and during all those years the firm of W. F. & F. C. Sayles was in possession and apparent ownership of the bell. Not disputing this, the complainant argues that Frank A. Sayles is charged with knowledge of his father's and the firm's lack of title, because he is the executor of his father's will. Without doubt, if he were simply standing upon his father'stitle, he could claim no more than his father could have claimed. He would simply administer his father's estate, and would be bound by its limitations. But it is quite another thing to say that in his personal dealings he is bound to the same extent. The executor had no notice of the paper in question from any of the papers which came to him in the course of his duties, nor would he have been likely to have it. The paper was a disclaimer of title by the firm, and not by the individual who signed it for the firm. If a copy was retained, it would be likely to be with the firm's papers, which would be in the custody of the surviving partner. Giving the doctrine of constructive notice its fullest application, it could only impute to the executor knowledge of things that should come to him as such, and this would not include knowledge of every transaction of the firm for the preceding 22 years. His relation to the firm was to see that a proper account was rendered, and in performing that duty he certainly cannot be charged with negligence or breach of a duty in not knowing something that had happened so long ago. If ignorance of the agreement would not be a breach of duty on his part, how can notice of it, as a thing he ought to have known, be imputed to him in an independent transaction? In the purchase of the factory he was acting individually, and not as executor. His relation to the purchase was therefore like that in Lester v. Bank, 17 R. I. 88, 20 Atl. 231, where it was held that notice to a bank is not notice to one who is a director of the bank, but acting for himself individually. The court said: "We know that in point of fact a man may be a director in a bank, and yet be ignorant of many matters that occur in its management; and we know of no rule that affects him constructively with notice when he is acting for himself individually, as said Lowe was when he purchased said estate, and not for the bank in his capacity as director." For a stronger reason we think that an executor is not chargeable with constructive notice when acting for himself, when the one whom he officially represents has...