Haldeman v. Chambers

• Decision Date: 01 January 1857
• Citation: 19 Tex. 1
• Parties: T. J. HALDEMAN AND OTHERS v. T. J. CHAMBERS AND ANOTHER.
• Court: Texas Supreme Court

19 Tex. 1

T. J. HALDEMAN AND OTHERS

v.T. J. CHAMBERS AND ANOTHER.¹

Supreme Court of Texas.

1857.

All the stipulations which go to constitute the entire substance of the contract between the parties are to be taken, considered and construed together, so that every part may be interpreted by the whole. And the writing is to be read by the light of surrounding circumstances, in order more perfectly to understand the extent and meaning of the parties.

Where an agent in whose possession was a certificate of public debt of the late republic, without authority from his principals, negotiated a sale of the certificate for a tract of land, and covenanted that he had full authority to assign said certificate; and the assignee gave to the agent a bond to convey the land, reciting the consideration thereof to be said assignment and covenant, and the engagement of said agent to cause the said certificate (which had been sent to New York), to be delivered to him within sixty days, and the full amount of any loan which might have been negotiated thereon; and it was proved that the object of the assignee in said transaction was to convert said certificate immediately to the payment of his debts which were pressing him, it was held that the proper construction of the whole contract was, that the assignment of the certificate should be perfected and the certificate delivered within the sixty days.

The contract speaks for itself, and there is no mistaking its meaning. And although we may not look to evidence outside of it to ascertain the meaning of the language employed or to interpret the writing, yet we may do so to see if our construction of the contract accords with what is shown to have been the actual understanding of the parties, as shown by other evidence admitted without objection and by consent; and we find that it does.

Where an agent made a contract for the purchase of real estate, for which he executed an assignment of an audited certificate of public debt, the property of his principal, representing and covenanting that he had full authority so to act, it was held that the assignee (and vendor) might claim a rescission of the contract, either instantly upon the discovery of the want of authority of the agent, or he might give time to the principal to make good the contract of the agent, by completing the assignment which the latter had assumed to make without authority; and in case of his failure to do so, then to claim a rescission of the contract; and that his right to claim such rescission could not be defeated by the mere ratification of the act of the agent by the principal without perfecting the assignment so as to enable the assignee to enjoy the ownership of the certificate.

An innocent misrepresentation of a material fact entitles the other contracting party to a rescission the same as if the misrepresentation were fraudulent; for it operates as a surprise and imposition upon him.

Where the consideration of a bond for title to land was a certificate of public debt which was in the hands of a third person, and to which the vendee gave the vendor a defective assignment, contracting to perfect it within sixty days, and the vendee failing to perfect the assignment within the time prescribed, or within the space of nearly a year, the vendor declared his election to rescind the sale, and the vendee thereupon notified the person in whose hands the certificate of public debt was, not to deliver it to the vendor until the dispute was settled, and immediately brought suit for a specific performance of the bond for title, it was held that if the vendee elected to go for the land, he must give up the certificate.

The court is not bound to receive the submission of a case without a jury, where the assessment of unliquidated and uncertain damages is involved; but if the court sees proper to receive the submission, it will assess the damages.

Where a party involuntarily rescinds a contract, he cannot afterwards sustain a claim for damages for a previous breach of it.

It is very questionable whether an action will lie in any case for the injury done the plaintiff by slandering, and bringing into doubt and distrust his title, by one who claims title in himself, and brings suit for the recovery of the property; at all events this is not such a case.

Appeal from Bastrop. Tried below before the Hon. Thomas H. Duval.

Suit commenced July 25, 1854, by Thomas J. Haldeman, John R. Birch and his wife, Mary Birch, formerly Mary Haldeman, of Cincinnati, Ohio, and John A. Haldeman, of Illinois, against Thomas J. Chambers, of Liberty county, and David Haldeman, of Bastrop. The petition alleges that Jesse Haldeman, late of said county of Bastrop, was the owner, in his lifetime, of a claim against the late republic for $13,300, at the scaled rate, evidenced by an audited certificate issued to said Jesse, October 18, 1849; that said Jesse died in July, 1850, leaving a will in which he bequeathed said claim to the plaintiffs and defendant David Haldeman and Elizabeth Ann McAtee, formerly Elizabeth Ann Haldeman; will probated August term, 1850, and letters testamentary issued; that in March, 1852, in pursuance of an order of court, of November term, 1851, said executor delivered said certificate to said defendant David Haldeman, for himself and as attorney in fact for the other legatees; that on the 4th of March, 1853, said David, acting for himself and as attorney in fact of his said co-legatees, sold, assigned and conveyed said certificate to defendant Chambers, and that on the next day, Chambers, in consideration of said assignment, and the engagement of the said David Haldeman to cause said certificate to be delivered to him within sixty days, executed and delivered unto said David Haldeman his bond for title, dated by mistake March 5, 1851, a copy of which is hereto appended and prayed to be taken as part of this petition, by which said Chambers bound himself to convey to said David Haldeman a tract of land described in said bond as follows: (here followed description of the land in Bastrop county, containing 1,112 2-10 acres); that the said certificate was delivered to defendant Chambers within the sixty days; that on the 12th of July, 1853, defendant David Haldeman, for the consideration of $3,905, to him paid by plaintiff, Thomas J. Haldeman, for himself and the rest of the legatees, except the said David Haldeman, and for further consideration mentioned in said deed, sold and conveyed to said T. J. Haldeman all his right, title and interest to said tract of land and said bond for title, so far as said bond bound said Chambers to make title to said David, and authorized said Chambers to make title to said Thomas J. Haldeman, according to the tenor and effect of said bond; that plaintiffs notified Chambers of said sale of said land and assignment of said bond, and requested him to make title, etc.; that he failed and refused, etc.; that after such notification and request, to wit: on or about February 18, 1854, Chambers and David Haldeman combined for the purpose of defrauding plaintiffs in the premises, and executed jointly a deed of revocation, etc., David Haldeman representing himself in said deed of revocation as the attorney in fact of his co-legatees; whereas he had long before that time ceased to be their attorney or agent; said deed in possession of defendants, and copy will be given in evidence if original is not produced; that July 18, 1854, Chambers entered on the land forcibly and unlawfully, etc.; allegations and prayer for sequestration; prayer for specific performance of the bond for title, and for cancellation of the deed of revocation thereof.

The writ of sequestration was issued, and the land was replevied by Chambers.

Answer by defendant Chambers, alleging that his object in selling the land for the audited claim was to raise money to pay just debts that were then pressing him; that he expressly informed David Haldeman at the time that such was the fact, and that his entire object in making the sale would be defeated if any difficulty should intervene in perfecting the assignment of the claim; that said David assured him he had ample authority from his co-legatees to make the assignment, and exhibited certain powers of attorney; but the defendant not being fully satisfied that he had full power, required of him the stipulation to perfect the assignment and deliver the claim to him within sixty days; that the authority of said David really proved defective; that his co-legatees denied his authority, and refused to perfect the assignment; that the assignment was not perfected nor the claim delivered within sixty days nor since; and that the claim still remains, where it was at the time of the original transaction, in the hands of J. H. Brower, of New York, subject to the control of the said David Haldeman and his co-legatees, the plaintiffs in this suit; that the revocation of the bond and assignment by said David and this defendant was not made to defraud the plaintiffs, but was made in consideration of the facts set forth in this answer and in the said act of revocation, which defendant prays may be taken as part of this answer.

This defendant denies that he ever had notice of any transaction between the said David Haldeman and the said Thomas Jefferson Haldeman, in regard to the said claim and his said bond for a deed for said land, until about or near the time the said revocation was made; and he alleges that the first notice he received of it was accidental, and that all the information he subsequently acquired upon the subject was obtained by diligent inquiry and investigation; and that all the information which he was able to procure upon the subject led him to the conclusion that said transactions, and especially the said David's assignment to the said Thomas of this defendant's said bond, were illegal, fraudulent and void; and this defendant charges that said assignment of said...