William Holt and Wife, Appellants v. Thomas and Edmund Rogers

• Decision Date: 01 January 1834
• Citation: 33 U.S. 420,8 Pet. 420,8 L.Ed. 995
• Parties: WILLIAM C. HOLT AND WIFE, APPELLANTS v. THOMAS AND EDMUND ROGERS
• Court: U.S. Supreme Court

33 U.S. 420

8 Pet. 420

8 L.Ed. 995

WILLIAM C. HOLT AND WIFE, APPELLANTS v. THOMAS AND EDMUND ROGERS.

January Term, 1834

APPEAL from the circuit court of the United States for the district of Tennessee.

The case, as stated in the opinion of the court, was as follows.

The suit was brought in February 1823, for a specific performance of a contract, made in January 1794, for the sale of land, under the following circumstances. On the 6th of January 1794, John Rogers, of Virginia, executed his bond to James Dickinson, of the same state, in the penal sum of two thousand pounds, upon condition, after reciting that Rogers had on that day sold to Dickinson a tract of land lying in Kentucky containing about twelve hundred acres, for one hundred and twenty pounds, that if Rogers, his heirs or assigns, shall make, or cause to be made to Dickinson, or his assigns, a good and lawful deed for the land, when required, then the obligation to be void. On the same day, Dickinson executed to Rogers a counter bond, in the penal sum of two hundred and forty pounds, upon condition, after reciting the sale of the same land to Dickinson, and the receipt by Rogers of forty-five pounds, part of the consideration money, 'that if Rogers shall, on or before the 1st day of January 1795, make a fair and indisputable title in fee simple to Dickinson, &c. of the said tract or parcel of land, and Dickinson, after that conveyance being made, shall pay to Rogers the further sum of seventy-five pounds lawful money; but if no such conveyance of said land shall be made, then the said Rogers stands indebted to the said Dickinson in the sum of forty-five pounds already advanced as mentioned aforesaid, then this obligation to be void, or else to remain in full force and virtue.' At the time of this contract of sale, Rogers had no patent fot the land; but only a plat and certificate of survey of it upon a military warrant. Rogers died in April 1794, without children, unmarried and intestate, leaving his father, George Rogers, his heir at law, who then lived in Virginia, and afterwards died there in March 1802, having, by his last will, devised the land in controversy, of which he had obtained a patent in 1799, to his two sons, Edmund Rogers and Thomas Rogers (the defendants), and to his four daughters, to each of them one sixth part; and constituted his said sons trustees for his four daughters during their lives, and afterwards for their children respectively in fee, with power to sell the same, &c. He also appointed his two sons executors of his will.

Dickinson continued to reside in Virginia until his death, in 1806; and by his last will, he devised his estate to his wife Mary Dickinson, under whom the plaintiff, Ann Holt, claims, as her daughter and sole heiress at law, the land in controversy. The suit is brought against the defendants, Edmund and Thomas Rogers, without making the four daughters, or any of them or their representatives, parties.

The circuit court dismissed the bill of the complainants, and they prosecuted this appeal.

The case was submitted to the court on printed arguments, by Mr Bibb, for the appellants; and by Mr Tompkins, for the appellees.

The argument for the appellants stated, that the defendants, by their answers, exhibit the obligation from Dickinson to Rogers, above recited, and rely on two defences:

1st. 'That the obligation from Rogers to Dickinson, and from Dickinson to Rogers taken together, leaves it entirely optional with said Rogers whether he would convey the land or not: and if he did not convey it, he was then bound to pay forty-five pounds.'

2dly. Length of time.

Upon hearing, the circuit court dismissed the bill.

As to the first defence set up by the defendants, the counsel for complainant believes it is not tenable.

Rogers bound himself, absolutely and unconditionally to convey the land to Dickinsen, at no fixed day, but 'when required.' The bond of Rogers to Dickinson recites the transaction as a sale, not as a security for money lent. The penalty is two thousand pounds, evidently intended to enforce a conveyance. The bond from Dickinson to Rogers is in the penalty of two hundred and forty pounds; the condition recites the transaction as a sale of the land for one hundred and twenty pounds, and the payment of forty-five pounds thereof. It is an obligation upon Dickinson to pay the residue of the purchase money on or before the 1st day of January 1795; and there is annexed thereto, as a precedent condition to be performed by Rogers, 'the conveyance of a fair and indisputable title in fee simple.' 'After that conveyance being made,' Dickinson was to pay the residue of the price. If the conveyance was made before the 1st January 1795, yet Dickinson was not bound to pay the balance until that day.

Dickinson held Rogers's obligation to convey 'when required.' But Dickinson had paid part only of the price. And the residue, seventy-five pounds, was not to be paid until the 1st of January 1795; and not then, unless the conveyance of the land should be then completed: Dickinson was to be secure by a conveyance, before he was bound to pay the balance of the purchase money. Accordingly, Dickinson executed his bond to pay the residue of the purchase money on the 1st January 1795, subject, however, to the condition that a conveyance of the land to Dickinson should precede the payment of the seventy-five pounds to Rogers. Rogers could not demand the seventy-five pounds before the 1st of January 1795, nor then, unless he conveyed the land. And although he might not be able then to give a fair and indisputable title, yet, 'after that conveyance being made,' Dickinson was bound to pay the farther sum of seventy-five pounds to save the penalty of his obligation to Rogers. This seems to be the fair meaning of the condition of Dickinson's bond to Rogers.

Dickinson's evidence of the contract obliged Rogers to convey the land, but no time was limited; Rogers had his whole life, unless hastened by request. But the bond held by Rogers on Dickinson concurred with the bond held by Dickinson in reciting a sale of the land; and assisted to hasten Rogers to convey, because he was not entitled to receive the residue of the purchase money until he did convey.

But, according to the defence set up, Dickinson had no right to demand the conveyance; Rogers was not bound to convey; and Dickinson was at his mercy. Rogers might refuse a conveyance, and Dickinson, having paid forty-five pounds for the land, had no evidence in his possession of his right to recover back that sum so paid. Rogers held the evidence of his right to refuse a conveyance, as well as the evidence of Dickinson's right to forty-five pounds, in his own possession, in a bond upon which Rogers could maintain a suit, but upon which Dickinson could not. According to this construction, Dickinson held a bond on Rogers for two thousand pounds, with condition, reciting the sale of a tract of land, and obliging him to convey; and upon such conveyance made then, this obligation to be void; but Rogers held a paper which likewise recited the sale of the land, and his obligation to convey, but superadded this farther condition to this same bond: 'but if no such conveyance of said land shall be made,' 'then this obligation to be void.'

A bond for one hundred pounds, with condition that if the obligor did not pay fifty pounds by a given day, the bond to be void, was adjudged to be a repugnant condition, and that the bond was obligatory. Wells v. Ferguson, 2 Salk. 463.

The court will not construe two deeds, both of which recite a sale of land, and a contract for a conveyance, in such manner as to make the one repugnant to the other, and avoid the obligation to convey; when both may well stand together without contradiction, and each have its appropriate effect and use in affirmance of the sale, and enforcing the stipulations of each party.

On its face, the obligation to Dickinson is plain and unequivocal. It is an obligation for the conveyance according to the recited sale of a tract of land. It is free from doubt, and needs no construction. Shall this unequivocal obligation be destroyed by construction of another obligation which recites the same sale, the obligation to convey, the receipt of forty-five pounds in part payment for the land, and by an obligation upon the purchaser to pay the residue of the purchase money to the vendor, after conveyance made, in pursuance of the sale? Both obligations can well stand together, and each have its appropriate use. The first to oblige the vendor to convey; the second to oblige the purchaser, after such conveyance, to pay the residue of the purchase money, part thereof having been paid.

It seems that Rogers had no option to refuse to convey, after he or his heirs should obtain a fair title, which the purchaser was willing to accept. But, if Rogers could not have obtained a fair title, clear of dispute, whereby Dickinson refused to accept the title, then Rogers would have been liable to refund the money which he had received. Inability for want of title, and wilful refusal to convey with a title, are very different breaches in their nature and their consequences.

2d. As to the length of time.

It is to be remembered that this is not a case of adverse hostile possession. It is a suit by the obligee against the heirs and executors of the obligor. The obligor and his heirs and executors, as soon as the title was perfected, held the land in trust, to be conveyed in satisfaction of the contract with the ancestor.

There is no statute of limitation to suits on bonds, to operate as a legal bar. But the defence at law, from length of time, is founded on presumption of payment. After twenty years, where no demand has been made, and no interest has been paid during that time, a jury may presume payment or satisfaction faction; but the rule as to twenty years is not, in itself, a legal bar. It is a circumstance for the jury to...