Parkhurst v. Maynard

• Decision Date: 29 December 1933
• Citation: 285 Mass. 59
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: HAROLD S. PARKHURST v. RUTH M. MAYNARD & others.

285 Mass. 59

HAROLD S. PARKHURST v. RUTH M. MAYNARD & others.

Supreme Judicial Court of Massachusetts, Suffolk.

December 29, 1933

November 9, 1933.

Present: RUGG, C.

J., CROSBY, FIELD DONAHUE, & LUMMUS, JJ.

Contract Construction, Performance and breach, For sale of real estate, Option. Equity Jurisdiction, Specific performance. Equity Pleading and Practice, Parties. Attachment, Discharge. Bona Fide Purchaser. Notice. Deed, Interest conveyed. An owner of land gave an option to purchase it for a specified price,

"subject to my being able without cost to me, to furnish a clear title." The option was not recorded. Previous to the giving of it, the landowner's wife had made an attachment of the land in proceedings against him for separate maintenance. After the giving of it and at a time when he was in arrears in payments which he had been ordered to make in such proceedings, he conveyed the land to his wife's attorney in satisfaction of a portion of the arrears, the wife and her attorney then knowing of the rights given in the option and the deed not containing a release of dower by the wife. The attorney thereafter conveyed it to a straw for the wife. The straw gave a mortgage back as a "straw transaction" and conveyed to a second straw for the wife. The conveyances by the attorney and the first straw were without consideration. Subsequently, within the time specified in the option and after other attachments of the land had been made by banks, the holder of the option tendered the full purchase price to the second straw, offered to take whatever title the straw had and demanded a deed of the land; and, upon refusal of his tender and demand commenced a suit in equity for specific performance of the option against the wife, her attorney and the second straw. A final decree was entered ordering a conveyance to the plaintiff subject to the wife's dower interest and the banks' attachments, and "free of" the wife's attachment and the mortgage given by the first straw. Upon appeal by the wife, it was held, that

(1) The knowledge of the plaintiff's rights which the wife and her attorney had was chargeable to the other grantees of the land, who were merely her representatives; and none of the defendants could be considered a bona fide purchaser;

(2) It was not necessary to the maintenance of the suit that tender be made to the one who gave the option or that he be joined as a party, because, by reason of his conveyance of the land, he had rendered himself incapable of carrying out the option and he thereafter had no interest in the subject matter of the suit;

(3) In the circumstances, the provision in the option, that it was "subject to . . . [the landowner's] being able without cost to me, to furnish a clear title," did not entitle the defendants to repudiate the option, the plaintiff having tendered the full purchase price and having offered to take whatever title the second straw had;

(4) The plaintiff was entitled to specific performance of the option; (5) The conveyance by the landowner to a representative of the wife in part satisfaction of the sum due to her from him resulted in an equitable discharge and extinguishment of her attachment;

(6) The three deeds of the land conveyed only the title which the landowner had, and were therefore subject to the wife's dower interest;

(7) The decree was proper.

BILL IN EQUITY, filed in the Superior Court on May 27, 1932, and afterwards amended, described in the opinion.

The suit was referred to a master. The attachment by Maud A. Doane was made in 1926 at the commencement of the proceedings by her for separate support. The deed from George B. Doane to Packer contained no release of dower rights by Maud A. Doane. The lease from George B. Doane to the plaintiff was for a term of three years from July 26, 1929. Other material facts found by the master, and a final decree entered by order of Weed, J., are described in the opinion. The defendant Maud A. Doane appealed.

W. E. Bennett, for the defendant Doane.

J. A. Boyer, (G.

W. Grover with him,) for the plaintiff.

CROSBY, J. This case arises out of a bill in equity brought for specific performance of an accepted option to purchase certain land. The case was heard by a master who found certain facts. It is before this court on an appeal by the defendant Maud A. Doane from a final decree entered in the Superior Court.

It appears from the findings that in July, 1929, one George B. Doane, husband of the defendant Maud A. Doane, executed and delivered to the plaintiff the following option to purchase a certain parcel of land: "July 26, 1929 Mr. H. S. Parkhurst Onset Massachusetts Dear Sir: -- In consideration of the sum of fifty dollars ($50.00) to me paid, receipt of which is hereby acknowledged, I hereby agree to sell to you for the sum of one thousand five hundred dollars ($1500) a certain parcel of land, described as Parcels two, three and four in a deed given me by Laura M. Phillips. Said Parcel being located in the town of Wareham in that part known as Onset and bounded by Nanumet, Greene and Beach Streets and by the sea and land of parties unknown. This agreement to sell, however, is subject to my being able without cost to me, to furnish a clear title and to hold good for the term of the lease given by me to you dated July 26, 1929. The fifty dollars above mentioned is to be considered a part of the purchase price at the time of passing papers. (Signed) George Doane." When this option was given to the plaintiff he held two concurrent leases from Doane of the land covered by the option which he used in connection with his business as a boat builder, and at various times during the terms of the leases and option he placed substantial boat sheds, marine railways and other structures upon the leased land.

In December, 1931 George B. Doane conveyed the land described in the option to the defendant Packer who acted as counsel for Mrs. Doane, both of whom had knowledge of the plaintiff's rights under the option. On May 4, 1932, Mr. Packer conveyed the premises in question by quitclaim deed to one Jenney, a friend of Mrs. Doane, "who was merely a straw." Jenney gave a mortgage back "which was also a straw transaction." On May 6, 1932, Jenney conveyed the land to the defendant Ruth M. Maynard who was still another "straw" or nominee for Mrs. Doane. The master found that "in all his dealings with the property, Mr. Packer was acting as counsel for Mrs. Doane either with her complete knowledge and consent or entirely within the scope of his employment as such counsel." The master found that on May 26, 1932, the plaintiff tendered to the defendant...