Sheldon v. The Estate of Rice

• Decision Date: 13 October 1874
• Citation: 30 Mich. 296
• Court: Michigan Supreme Court
• Parties: Theodore P. Sheldon v. The Estate of George W. Rice

30 Mich. 296

Theodore P. Sheldon v. The Estate of George W. Rice

Supreme Court of Michigan

October 13, 1874

Heard July 22, 1874

Error to Kalamazoo Circuit.

Judgment reversed, with costs, and a new trial ordered.

Edwards & Sherwood, for plaintiff in error.

Dwight May, for defendant in error.

Cooley J. Christiancy and Campbell, JJ., concurred. Graves, Ch. J. did not sit in this case.

OPINION

Cooley, J.:

The sum demanded in this controversy is claimed to be due for advances made by the firm of T. P. Sheldon & Co., of which the claimant is survivor, for the benefit of George W. Rice in his life-time, under a written contract bearing date August 10, 1857, and to which T. P. Sheldon & Co. were the parties of the first part, and David S. Walbridge and George W. Rice the parties of the second part. In this contract it was recited that "the above parties have agreed to purchase certain lands which are owned or pretended to be owned by the estate of Justus Burdick and the Farmers' & Mechanics' Bank, by virtue of attachment and sale under execution; which lands are situate in the state of Illinois." Sheldon & Co. were to advance the money necessary for the purchase, not to exceed five thousand dollars, and Walbridge & Rice were to repay to them one-half thereof. And by the contract it was "understood that in the event of the purchase of the interest of the Farmers' & Mechanics' bank by the said parties, the interest of the estate of the said Burdick is to be paid one-half of the said amount as paid to the said bank for their interest, and the said Walbridge and Rice, as administrators of said estate, agree that this shall be done."

It is claimed that Sheldon & Co. made the purchase as was contemplated by the contract, finding the title in William B. Ogden, and procuring from him a conveyance; and that Rice died before his proportion of the advances had been repaid. To recover that proportion a claim was presented against his estate in the probate court, but it was resisted on the ground that the contract was illegal and void on its face. The ground of supposed invalidity was that Walbridge and Rice, who were administrators of the Burdick estate, undertook by the contract to deal for their own benefit with property belonging to that estate; and this, it was said, the law would not permit. And there being no dispute that Walbridge and Rice were such administrators, duly appointed by the proper court in this state, the probate judge held the objection valid and fatal to the claim, and his determination was affirmed in the circuit court on appeal.

The question, then, on this writ of error, is whether the probate and circuit courts have erred in their conclusions regarding the validity of this contract. The claimant in the argument in this court has planted himself upon the ground that the contract, correctly interpreted, does not necessarily imply in the Burdick estate any interest whatever, existing at its date, in the Illinois lands. He insists that it may be understood, when referring to those lands as "owned or pretended to be owned" by the estate and by the bank, not as asserting that any such ownership existed, but as making the reference only by way of identifying the subject matter of the contract, and that, consistently with that instrument, the lands might then have been really owned, and been understood by the parties to be owned, by third persons, of whom they expected to purchase them. And to enable the court to give the proper construction to the contract, evidence was put in by the claimant which it was argued supported this view by showing that Burdick, in fact, or his estate, never had any interest whatever in these lands.

If the contract had merely referred to the lands as "owned or pretended to be owned" by the estate and the bank, this argument might be accepted as reasonable, or at least plausible, and the explanatory evidence might have been entitled to considerable weight. But the contract goes very much further, and not only recognizes an interest in those lands as belonging to the estate, or at least a claim made thereto by the estate, but it provides for the purchase thereof by Sheldon & Co. on the joint account of the parties contracting, at a price which is to be measured by the price paid to the bank for a similar interest or claim. This seems so plain on the face of the contract as to be incapable of being explained away; but if it were open to explanation, any evidence which should go no further than to show that the estate had in fact no title, would not explain it away, or, perhaps, affect the construction in any manner. The estate may have had no ownership, and yet have asserted one under such circumstances and with such grounds of equity or of apparent legal right as might have given to its claim a certain money value which these parties, for reasons of their own, were disposed to recognize and pay for; estimating such value as bearing a certain proportion to the ownership had or claim made to the same lands by the bank, and agreeing among themselves to bargain for it accordingly. Such an agreement, if made between parties at liberty to deal with the estate on the footing of purchasers, would have been upon sufficient consideration and entirely valid; and in a suit brought to recover advances made under and in reliance upon it, any inquiry whether the estate had or had not an interest, legal or equitable, which it might have enforced or defended in judicial proceedings, would, in the absence of fraud or mistake, be wholly irrelevant. The release or assignment of a claim to property, where the claim is made in good faith, and the releasee or assignee knows what he is bargaining for, and is not deceived and therefore not defrauded, is sufficient consideration for a payment or promise, even though the claim prove to be unfounded in law: Taylor v. Hare, 1 New R., 260; Cavode v. McKelvey, Addis., 56; Lawes v. Purser, 6 El. & Bl., 930; Lambert v. Heath, 15 M. & W., 487; Chit. on Cont., 10; Benj. on Sales, 309. If the law were otherwise, it would be open to every party who had purchased by quit-claim deed a title which proved invalid, to sue for and recover back the consideration, and thus have the benefit of a principle which would be equivalent to an implied warranty of title, even though the vendor had expressly refused to warrant, and the vendee had by the mere quit-claim obtained all he bargained for. Such a doctrine would be manifestly absurd, and it finds no support in the...