Stoddart v. Smith

• Decision Date: 28 December 1812
• Citation: 5 Binn. 355
• Parties: STODDART v. SMITH.
• Court: Pennsylvania Supreme Court

5 Binn. 355

STODDART v. SMITH.

Supreme Court of Pennsylvania.

December 28, 1812

A contract for the purchase of forty-five lots in different parts of a city, is not dissolved by failure of title to a part of them; the vendee can claim only a deduction from the price. But where a part is so essential, that the loss of it renders the rest of little value, as of a mine or valuable fishery appurtenant to very poor land, or the right of water necessary for turning a mill, the failure of title to such a part, dissolves the contract for the whole.

The courts of one state have a right to decide upon the validity of an act of Assembly of another state, in reference to the federal constitution, wherever it is essential to the decision of a cause duly brought before them.

An act of the legislature of Maryland, which gave authority to the commissioners of the city of Washington, to make resales of all lots the purchase money of which remained unpaid for a certain time after it ought to have been paid does not impair a contract previously made by the commissioners for the sale of those lots, but merely gives a new remedy. It is therefore not unconstitutional for such a cause.

A sells several lots of land for a sum of money payable by instalments, and covenants to convey with general warranty, on payment of the whole money. He then conveys the lots to C and D with general warranty, in trust to convey them to the vendee in fee simple as soon as the purchase money and interest should be paid according to contract, and delivers them the obligations for the money. Held that this conveyance is no impediment to a suit in A 's name for the recovery of the money, nor to an apportionment of the purchase money, if title to some of the lots fails.

THIS was an action of debt, brought in the name of Benjamin Stoddart for the use of the Bank of Columbia, against Elizabeth Smith executrix of John Smith, upon a bond dated the 1st of August 1804, conditioned for the payment of 5036 dollars 3 cents with lawful interest in one year from the date.

The cause was tried under the plea of payment, before Brackenridge J. at a Nisi Prius in November, when a verdict was found for the defendant. It came now before this court upon a motion for a new trial.

His Honour reported the case to be as follows:

The bond in question, together with other bonds and notes amounting in all to 14,164 dollars, was given as the consideration for the purchase of 45 lots in different parts of the city of Washington, which upon payment, the plaintiff contracted to convey to the defendant's testator, with general warranty. Among these were lots No. 17 and 18 in square No. 846, and lots No. 1, 15, and 16, in square No. 734, five lots that were valued by the parties in a schedule from which the purchase money was calculated, at 1910 dollars 95 cents. The whole number of lots was bought by Mr. Stoddart from the commissioners of the city of Washington; and were part of 6000 lots sold by the said commissioners to Morris and Greenleaf on the 24th of December 1793, and upon nonpayment of the purchase money, were resold by them agreeably to an act of the Legislature of Maryland, hereafter mentioned. It was very clearly in evidence, that the contract with Morris and Greenleaf was signed in the evening of the 24th, after an express had arrived from Annapolis, bringing a copy of the Maryland act, then understood to have been passed.

The defendant, under a notice that failure of consideration would be given in evidence upon the plea of payment, objected the want of title in the plaintiff, under the following circumstances.

1. That the commissioners, having once sold the lots in question to Morris and Greenleaf, had no authority to resell them to the plaintiff; because the act of Maryland which authorised the resale, was passed subsequently to the contract on the 24th of December 1793, and as it impaired the validity of that contract, was unconstitutional. Evidence was given to shew that the act in question, entitled " a further supplement to the act concerning the territory of Columbia, and the city of Washington, " (and which enabled the commissioners to sell at public vendue any lots sold by them on credit, if the purchaser should fail to pay the purchase money thirty days after it became due) was read in the senate of Maryland, the first time on the 29th of November 1793, and laid on the table. On the 2d of December 1793, it was read the second time and passed, and sent to the delegates for concurrence. In the house of delegates, it was read the first time on the day it was brought down, and on the 24 th day of December, read and passed, and sent back to the senate. On the 28th of December the engrossed bill was read in the senate, assented to, and with the paper bill thereof sent to the house of delegates, where the same was read and assented to on the same day. From all which it was inferred that the bill did not become a law until the 28th of December, that being, as the counsel alleged, the day of the final passage of the bill; and the depositions of several gentlemen of Maryland were read to shew, that it was from its final passage that a bill became a law, without reference to the seal, and signature of the governor, those being ministerial acts, as the governor had not a negative. But no evidence was given to shew, whether by the final passing, was meant the passing when it was read the second time, or when the engrossed bill was assented to.

2. That of the lots referred to, the five before mentioned were not sold to the plaintiff at a first resale, but had been bid off at a prior resale by persons, for whose default they were re-resold to the plaintiff; and which re-resale passed no title, the commissioners, according to O'Neale v. Thornton ^[a], having authority to make only one resale, for the default of Morris and Greenleaf. The plaintiff being thus incapacitated to make a good title to the whole 45 lots, the contract, it was said, was dissolved. The superintendant of the city of Washington, who succeeded to the commissioners, stated however, in a deposition, that the five lots were merely bid off at a prior resale, by persons who never gave notes for the purchase money, nor came forward to get titles for them, nor set up a claim to them; and that such lots had always been considered by the commissioners as unsold.

3. That on the 3d of October 1804, the plaintiff had conveyed the premises to John Mason, and John Laird, in trust to convey to the defendant's testator on his paying the whole amount of the bonds and notes; and that on the 19th of July 1806, the first deed being void for want of recording, another conveyance was made to the same persons, upon the same trust, and duly recorded. This it was said disabled the plaintiff from conveying, and of consequence from recovering the consideration money from the defendant.

His Honour further reported to the Court, that his charge had been in favour of the plaintiff, and that he was not satisfied with the verdict.

Duponceau in support of the motion, argued, that all the points of law which had been raised, were in the plaintiff's favour, and the verdict most clearly against law and evidence.

1. The authority of the commissioners to resell under the act of Maryland, which was denied on the ground of unconstitutionality. To this there are several answers. In the first place, this Court will not enquire into that question. Paying the respect which is due to an independent state, we must hold the law to be constitutional until the courts of Maryland, or the judicial power of the United States, shall have said otherwise; and the defendant, if disposed to litigate that question, might, and ought to, have called us to the courts of the country where the lands lie. But further the law is constitutional, in reference to this particular case, and in a general sense also.--As to this case, because the contract by Morris and Greenleaf with the commissioners, was made with a view to the law, after it was understood to have passed, and after it had legally passed. The executive of Maryland has no veto. His office, in signing and affixing the state seal, is ministerial. When a bill has passed both houses, it becomes a law; and that takes place, not when the engrossed bill is compared with the paper, and assented to as a true copy, but when the clerks enter on the journals that the bill has passed.--This law is constitutional in a general sense, supposing it not to have passed until after the contract. It is not ex post facto. That phrase in the federal constitution is intended to describe such laws only as relate to crimes pains, and penalties. Calder v. Bull ^[a]. It does not impair the validity of contracts. The obligations of commissioners and vendees remained the same as before; of the one to convey upon payment, of the other to pay at the appointed time. It merely added another remedy. It amounted to a decree of chancery for the sale, without the delay of chancery proceedings, which would have been fatal to the great object of building a city for the accommodation of government. It no more impairs the validity of contracts, than insolvent laws, bankrupt laws, our own arbitration law, the act for the abolition of survivorship in joint-tenancy, or the laws of the United States giving a peculiar remedy against persons accountable for public money, and on bonds for duties. The remedy is no part of the contract. Every legislature must add, alter, or take away remedies, to suit the public convenience.--Being neither ex post facto, nor impairing the validity of contracts, this law does not transgress the limitation of state powers appointed by the federal constitution. The case of O'Neale v. Thornton ^[b] throughout admits...