Myers v. Van Buskirk

• Decision Date: 05 December 1928
• Citation: 96 Fla. 704,119 So. 123
• Parties: MYERS et al. v. VAN BUSKIRK.
• Court: Florida Supreme Court

119 So. 123

96 Fla. 704

MYERS et al. v. VAN BUSKIRK.

Florida Supreme Court

December 5, 1928

En Banc.

Suit by Justin Van Buskirk against G. A. Myers and others. Decree for complainant, and defendants appeal.

Reversed.

Syllabus by the Court

SYLLABUS

Purchaser in good faith for value will be protected against prior agreement by grantor to convey to third person. One who has purchased and received a conveyance of the legal title to land in good faith, for value, and without notice, actual or constructive, of an agreement to convey previously entered into by the grantor with a third person, will be protected against such prior agreement.

Purchaser with notice of prior adverse rights is not protected as bona fide purchaser, though receiving deed purporting to convey title. If a purchaser of land has notice, actual or constructive, of prior adverse rights in the land before he had paid the purchase price or has become irrevocably bound for its payment, he is not protected as a bona fide purchaser, even though he may have received a deed purporting to convey to him the whole title, both legal and equitable.

Grantee in quitclaim deed, without words of conveyance and without covenants, takes subject to any defense available against grantor; grantee in quitclaim deed, without words of conveyance and without covenants, is not bona fide purchaser. The grantee in a quitclaim deed, without words of conveyance and without covenants, a mere deed of release, occupies the same position as did his grantor, and takes subject to any defense available against his grantor. Such a grantee is not a bona fide purchaser within the meaning of the recording statutes.

Assignee purchasing only equitable title, takes it with all imperfections and subject to prior equities. An assignee, who purchases from his assignor only an equitable title, takes it with all its imperfections and subject to all prior equities notwithstanding a valuable consideration may have been paid for the assignment of the equitable interest, and there may have been no notice of such prior outstanding equity. The fact that the legal title is not in his assignor is notice that he is buying an inchoate title, imperfect on its face.

Equity prior in point of time prevails as between persons having equitable interests only. As between persons having equitable interests only, none of them having a legal title, if their equitable interests are in all other respects of equal merit he has the better equity who is prior in point of time.

Junior equity, superior in merit, acquired for value without notice of prior equity, prevails as between conflicting equitable titles. In a contest between persons holding conflicting equitable titles to land, the rule that he has the better equity who is prior in time controls only between equities that are otherwise equal in merit. If the junior equity is superior in merit, and was acquired for value and without notice of the prior equity, it will usually, if not always prevail, irrespective of the element of time.

Priority of time, as ground of preference between persons having only equitable interests, is usually subordinated to other equitable considerations. In a contest between persons having only equitable interests, priority of time is the ground of preference last resorted to. If one has on different grounds a better equity than the other, priority of time is usually, if not always, subordinated to other equitable considerations.

Purchaser of equitable title in good faith, subsequently acquiring legal title without notice of prior equity, was entitled to protection as bona fide purchaser. One who purchases and pays a valuable consideration for an equitable title to land, without notice of an adverse equity of the same character, but prior in point of time, and afterwards, without fraud or undue negligence, acquires the legal title before receiving notice of the prior equity, must prevail in a court of equity, even though the legal title was not obtained under circumstances entitling the grantee thereof to protection as a bona fide purchaser for value without notice. Uniting the legal with the equitable title under such circumstances affords a superior equity, even though the other is prior in point of time. Whether the holder of the second equity may secure priority by acquiring the legal title after notice of the prior equity is not decided.

Appeal from Circuit Court, Orange County; Frank A. Smith, judge.

COUNSEL

E. W. & R. C. Davis, of Orlando, for appellants.

Dickinson & Dickinson, of Orlando, for appellee.

OPINION

STRUM J.

This is an appeal from a final decree awarding specific performance of a contract to convey lands.

The lands in question were owned by G. A. Myers, one of the defendants below. On April 15, 1925, Myers, as vendor, entered into a written contract with the complainant below, Justin Van Buskirk, by the terms of which Myers agreed to sell to Van Buskirk, and the latter agreed to buy, the lands in question, the total purchase price to be $8,750, payable $2,000 on delivery to the purchaser of warranty deed and abstract showing good title in the vendor, and the remainder at intervals thereafter. At the time of the execution of said contract of sale and purchase, a cash payment of $10 was made by the purchaser, Van Buskirk, to the vendor, Myers, and accepted by the latter as the consideration for his agreement to convey. This contract of sale was not recorded until November 19, 1925.

On July 1, 1925, Myers entered into a second contract with Marigold Belk and Elizabeth Cunningham, whereby he agreed to convey the same lands to Belk and Cunningham for the total sum of $8,750, upon which contract a cash consideration of $100 was paid to Myers by Belk and Cunningham. This contract was recorded in the public records on July 1, 1925.

It appears that during the latter part of October, 1925, E. M. Cobb and L. R. Cambron, two of the defendants below, were desirous of purchasing the lands in question. Learning of the contract held by Belk and Cunningham, they employed an attorney to search the public records to determine the status of the title. The attorney made the search and reported that the record title in Myers was good, except for several formal defects, which were then being corrected by a suit to quiet title. The contract between Myers and Van Buskirk, the complainant, had not yet been recorded. Neither Cobb nor Cambron, nor their attorney, then, nor at any time prior to November 19, 1925, had any notice, actual or constructive, of its existence.

After preliminary negotiations with Belk and Cunningham, and after being assured by Myers that he recognized the Belk and Cunningham contract as valid and would convey in accordance therewith, and knowing nothing of the Van Buskirk contract, Cobb and Cambron on October 31, 1925, purchased the contract held by Belk and Cunningham, paying the latter a consideration of $5,000 in cash for their equitable interest in the lands under their contract. Belk and Cunningham on October 31, 1925, executed a quitclaim deed whereby they 'remised, released, and quitclaimed' unto Cobb and Cambron all of their 'right, title, interest, claim, and demand' in and to said lands. This deed contained no words of conveyance and no covenants of warranty or otherwise.

Simultaneously with the delivery to Cobb and Cambron of the quitclaim deed from Belk and Cunningham, on October 31, 1925, Myers executed a warranty deed bearing that date, conveying the lands to Cobb and Cambron. This warranty deed was delivered by Myers, the grantor, to the attorney for the purchasers, Cobb and Cambron, as their agent. The attorney testified that he was authorized by Myers to record the deed immediately, but did not do so because he feared he might complicate the suit, apparently brought by Myers, to quiet the title to the lands, which suit was then pending, and in which a final decree had not yet been rendered. So that deed, as well as the quitclaim deed from Belk and Cunningham, were withheld from record for the time being. No money was paid by Cobb and Cambron to Myers upon delivery of the warranty deed, but Cobb and Cambron at that time delivered to their attorney a check, dated October 31, 1925, for $3,000, to apply on the purchase price to Myers. This check was drawn by Cambron on the State Bank of Orlando, and was made payable to the Orange Bank & Trust Company, the bank with which Mr. Myers did business. This check within a day or two was turned over by Cobb and Cambron's attorney to the payee bank, with instructions that it was 'to be delivered to Mr. Myers, when E. W. and R. C. Davis (Mr. Myers' attorneys) had finished that title,' referring apparently to the suit to quiet title. This form of transaction was apparently with the approval of Mr. Myers. It was clearly the intention of the parties that the proceeds of the check should not be paid over to Mr. Myers until a decree quieting the title in Mr. Myers had been rendered. The remainder of the purchase price was to be represented by promissory notes secured by a mortgage.

With affairs in this status, the original contract between Myers and the complainant Van Buskirk was recorded in the public records on November 19, 1925. On that day or the next the attorney for Cobb and Cambron, who was their agent in the transaction learned that Van Buskirk claimed an interest in the lands, and upon inquiry and immediate inspection of the public records found Van Buskirk's contract to be of record. So far as is disclosed by the evidence, this was the first notice, either actual or constructive, had by either Cobb, Cambron, or their attorney of the existence of the Van Buskirk contract. The recording of the Van Buskirk contract on November 19,...