Lee v. R. H. Elliott & Co. Inc
| Decision Date | 13 June 1912 |
| Citation | 113 Va. 618,75 S.E. 146 |
| Court | Virginia Supreme Court |
| Parties | LEE . v. R. H. ELLIOTT & CO., Inc. |
1. Trusts (§ 89*)—Resulting Trusts —Establishment—Parol Evidence.
Though a resulting trust may be established by parol, the evidence must be clear and explicit, and such as to leave no doubt of the character of the transaction.
[Ed. Note.—For other cases, see Trusts, Cent. Dig. §§ 134-137; Dec. Dig. 8 89.*]
2. Trusts (§ 77*)—Resulting Trusts—Payment of Purchase Money.
Where it is sought to establish a resulting trust by the payment of purchase money, the trust must arise at the time of the execution of the conveyance by a payment in advance of the purchase money, before or at the time of the purchase, as a subsequent payment cannot by relation attach a trust to the original purchase; the trust arising out of the fact that the money of the real and not of the nominal purchaser formed at the time the consideration of the purchase and was converted into land.
[Ed. Note.—For other cases, see Trusts, Cent. Dig. § 109; Dec. Dig. § 77.*]
3. Trusts (§ 79*)—Resulting Trusts—Payment of Purchase Money.
Where a resulting trust in land is sought to be established by a payment of a part of the consideration, the evidence must clearly show the exact portion of the whole price that was so paid.
[Ed. Note.—For other cases, see Trusts, Cent. Dig. §§ 111, 112; Dec. Dig. § 79.*]
4. Trusts (§ 89*)—Resulting Trusts—Purchase of Land—Contribution to Price.
Where the only contribution made by complainant to the purchase of certain lands by E. and conveyed to defendant corporation was the proceeds of two notes made by E., indorsed by complainant and discounted by a bank, and it was shown that such money was borrowed for E.'s personal accommodation, and that defendant had no knowledge of any claim of complainant, or of business relations between complainant and E., until the suit was brought, the evidence was insufficient to charge the land with a resulting trust for complainant's benefit to the extent of the amount of such notes.
[Ed. Note.—For other cases, see Trusts, Cent. Dig. §§ 134-137; Dec. Dig. § 89.*]
5. Corporations (§ 428*) — Officers — Knowledge—Personal Transactions.
Where the president of defendant corporation sold certain of his own property to it, and in such transaction acted for himself, and not for the corporation, and there was no showing that he was authorized to buy or sell real prop-erty for or to the corporation, it was not charged with knowledge that complainant had contributed to the purchase of the land, so as to charge it with a resulting trust for complainant's benefit to the extent of his contribution.
[Ed. Note.—For other cases, see Corporations, Cent. Dig. §§ 1748-1761; Dec. Dig. § 428.2-*]
Appeal from Circuit Court, Norfolk County.
Suit by A. T. Lee against R. H. Elliott & Company, Incorporated. Decree for defendant, and complainant appeals. Affirmed.
John N. Sebrell, Jr., and J. Edward Cole, for appellant.
Jeffries, Wolcott, Wolcott & Lankford, for appellee.
The record shows that for several years prior to 1905 R. H. Elliott and J. W. Hammond were partners under the firm name of R. H. Elliott & Co., in the business of oyster packing in the city of Norfolk. It further appears that on January 13,
1904, the Norfolk Willoughby Bay Company conveyed to R. H. Elliott and A. T. Lee a tract of 6 acres of land, the purchase price of which was $6,250, and that on April 10, 1905. Edward Spalding, trustee, conveyed to R. H. Elliott 33 acres of oyster ground in Little Bay, Norfolk county, and on February 1, 1906, the Norfolk Willoughby Bay Company conveyed to R. H. Elliott 18 lots adjoining the 6 acres which had been conveyed by it to R. H. Elliott and A. T. Lee jointly. In 1904 or 1905 it was determined to convert the firm of R. H. Elliott & Co. into a corporation for the purpose of carrying on the oyster packing and oyster planting business. This was done, the name of the corporation being R. H. Elliott & Co., Incorporated. In 1907 the stock of the company was increased, and about that time A. T. Lee conveyed, unconditionally and without reservation, his undivided half interest in the 6-acre tract to R. H. Elliott, who in turn conveyed to the newly incorporated company the 6-acre tract, the 18 lots, and the 33 acres of oyster ground, the title to each of which was in him, for the price of $12,000, which was paid to him as follows: Three thousand dollars in the stock of the company, $5,000 in cash, and a note of the company payable to Elliott for $1,800; the balance of the $12,000 being represented by the indebtedness of R. H. Elliott to the company.
On the 5th day of September, 1907, the company borrowed from Miss Cutter $5,000, secured by deed of trust on the 6-acre tract and the 33 acres of oyster ground. In addition to the expenditure of the money raised by the sale of its increased stock, the company borrowed from Miss Fitzgerald and Hammond, two of its stockholders, $4,000 for its purposes.
R. H. Elliott was the president and general manager of the corporation, and was allowed much latitude in the conduct of its affairs. About two years after the transactions mentioned it was found that the company was doing a losing business, its assets being dissipated, and that further effort to carry on the business would result in additional financial trouble. Thereupon the company determined to sell its property, pay its debts, and distribute any balance among its stockholders, and to this end advertised the property for sale.
When the property was advertised for sale, A. T. Lee filed the bill in this cause, alleging that he and R. H. Elliott had purchased the three pieces of property involved in this controversy jointly, and that one-half the consideration for all of the property had been paid by the complainant, and the title thereto conveyed to R. H. Elliott merely for convenience; that these facts created a resulting trust in favor of the complainant in all of the property, to the extent of an undivided one-half interest therein, and to an equitable lien upon all of the property for certain sums advanced by him upon the purchase price thereof. In response to the prayer of the bill an injunction was awarded, restraining the defendant company from selling the property until the cause was prepared and heard upon its merits, when a decree was entered dismissing the bill. From that decree this appeal has been taken.
The questions presented by the appeal are: (1) Do the facts and circumstances alleged in the bill and established by the evidence...
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Miller v. Kemp.*
...show, in the same clear manner, the exact portion of the whole price which was paid." 3 Pomeroy's Equity (3d Ed.) § 1040; Lee v. Elliott, 113 Va. 618, 75 S. E. 146; Hancock v. Talley (Sp. Ct. of App.) 7 Va. Law Reg. 24. By deed of date May 26, 1909, but not acknowledged and recorded until J......
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Miller v. Kemp
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