Williams v. Haddock

CourtNew York Court of Appeals
Citation145 N.Y. 144,39 N.E. 825
PartiesWILLIAMS et al. v. HADDOCK et al.
Decision Date26 February 1895


Appeal from supreme court, general term, First department.

Action by George G. Williams and another, executors, against Katharine Van Wyck Haddock and others. From a judgment of the general term (29 N. Y. Supp. 199) affirming a judgment for plaintiffs, defendants appeal. Affirmed.

This action was brought by the plaintiffs, who are executors of the will of Catharine M. McCoskry, deceased, against the defendants, some of whom were heirs at law and others next of kin of the testatrix, for the purpose of obtaining judgment directing the conveyance by the defendants, who are his heirs at law and next of kin of such testatrix, of certain real estate owned by her in her lifetime, to the Langdon & Granger Brewing Company, Limited, and also for the purpose of determining what, if any, substantial or beneficial interest the infant defendant had or has in the proceeds of the sale of the premises, and what are the respective rights and interests of the other defendants in the premises and in the proceeds of the sale thereof; also, to obtain a construction and interpretation of the provisions of the will of the testatrix in so far as they bear upon the questions involved in the action. It appears that on the 18th day of March, 1886, Catharine M. McCoskry, of the city of New York, was the owner of premises known as ‘Read's Ale Brewery,’ in the city of New York, between Thirteenth and Fourteenth streets. On that day she entered into a contract for the sale of that real estate to Thomas B. Langdon and Septimus W. Granger, for the sum of $125,000, of which $12,500 was paid at the signing of the contract, $37,500 was to be paid on or before March 18, 1887, and the balance by the giving of a purchase-money mortgage at that date on the premises by the purchasers. The vendor agreed that upon receiving these payments, and upon the execution and delivery of the mortgage, with the usual bond accompanying the same, and the payment of interest as provided in the agreement on or before March 18, 1887, she would then execute and give a good and sufficient deed of the premises. These payments were to be made, and the bond and mortgage and deed were to be delivered, at the Chemical National Bank, in the city of New York, at 12 o'clock noon of that day. It was also agreed that at the same time and place the vendees should purchase the materials, fixtures, etc., in and about the brewery business and premises, at a price and on conditions to be agreed to in writing between them; otherwise, the vendor should be at liberty to refuse to consummate the sale under this contract. The vendees were to have the right and privilege of occupying the premises as tenants of the vendor for one year from the 18th of March, 1886, or until the closing or consummation of the sale, if sooner completed. The payment of interest, taxes, and insurance provided for in the contract was to be accepted in lieu of any further rent for that year. The contract then contained the following provision: ‘It is further understood that in case of the failure of the parties of the second part, on or before the eighteenth day of March, one thousand eight hundred and eighty-seven, to pay said sum of thirty-seven thousand five hundred dollars, and said interest and taxes, and to deliver said bond and mortgage as herein provided, and otherwise to perform said contract on their part, all interest in the said premises and all right and claim to a conveyance thereof shall ipso facto cease and determine absolutely, and the premises shall be delivered over to the party of the first part. And it is understood that the stipulations are to apply to and bind the heirs, executors, administrators, and assigns of the respective parties. In witness whereof, the parties to these presents have hereunto set their hands and seals, the day and year first above written,’-signed by the parties. On the 27th of March, 1886, the parties to the above agreement also agreed, in writing, upon the purchase of the materials and fixtures mentioned in the first contract. Subsequently, and on April 22, 1886, Mrs. McCoskry died, leaving a last will and testament, which was duly admitted to probate as a will of real and personal property by the surrogate of the county of New York; and the plaintiffs, the executors named in the will, duly qualified and entered upon the discharge of their duties as such executors. Some little time prior to March 18, 1887, the vendees in this contract and the plaintiffs herein had negotiations in regard to the extension of the time for the payment of the balance of the purchase money and the giving of the purchase-money mortgage, and for the payment for the fixtures and materials of the brewery as agreed to March 27, 1886, between the parties to the agreement for the sale and purchase of the real estate. The result of such negotiations had been an understanding between the plaintiffs and the vendees in the real-estate contract for an extension of the time for closing the contract, from the 18th of March to the 1st of June, 1887, on which last-named day the money payments were made on account for the real estate, and in full for the materials, and the executors gave a deed of the premises to the vendees, who gave the purchase-money mortgage for $75,000, as agreed upon. The defendant, Katharine Van Wyck Haddock, is an infant, and is the daughter of a deceased nephew of the testatrix, Catharine M. McCoskry, who died without ever having had any children. The infant defendant, by her guardian, claims to share in the proceeds arising from the sale of the real estate on the ground that such proceeds represent and are to be deemed real estate, and that she is entitled to her share as one of the heirs at law of Mrs. McCoskry. The next of kin claim that by the contract for the sale of the premises, entered into by Mrs. McCoskry in her lifetime, the character of the real estate became, in equity, changed into personal property, and should be distributed to the next of kin; and as the infant defendant is not one of such next of kin, but only one of the heirs at law, she is not entitled to any portion of the proceeds of such sale. The courts below have decided in favor of the next of kin, to the exclusion of the infant, as one of the heirs at law, and have held that the executors had the right, under the provisions of the will of the testatrix, to execute the deed, and that a good title was thereby conveyed to the purchasers. The infant defendant only has appealed to this court, and the sole question now is whether the courts below were right in excluding the infant heir at law from any portion of these proceeds.

J. Edward Swanstrom, for appellant.

Charles A. Jackson and Manley A. Raymond, for respondents.

PECKHAM, J. (after stating the facts).

The question in this case arises upon the true interpretation of the contract for the sale of the brewery entered into on the 18th of March, 1886. The general rule in regard to contracts for the sale of land is that the owner of the real estate from the time of the execution of a valid contract for such sale is to be treated as the owner of the purchase money, and the purchaser of the land is treated as the equitable owner thereof. The vendor is deemed in equity to stand seised in the land for the benefit of the purchaser, and the latter, even before the conveyance to him, can devise the same, and it descends to his heir, and the land which was agreed to be sold has been turned into money belonging to the vendor. Courts of equity regard that as done which ought to be done. They look at the substance of things, and not at the mere form of agreements, to which they give the precise effect which the parties intended. It is presumed that the vendor, in agreeding to sell his land, intends that his property shall assume the character of the property into which it is to be converted, and it cannot be denied that it is competent for the owner of land thus to make such land into money at his sole will and pleasure. If the vendor die prior to the completion of the bargain, providedthere has been no default, the heir of the vendor may be compelled to convey, and the proceeds of the land will go to the executors as personal property. Story, Eq. Jur. §§ 790, 791, 1212; Sugd. Vend. (8th Am. Ed.) pp. 270, 273, c. 5; Baden v. Pembroke, 2 Vern. 213; Fletcher v. Ashburner, 1 Brown, Ch. 497; Eaton v. Sanxter, 6 Sim. 517; Farrar v. Earl of Winterton, 5 Beav. 1; Livingston v. Newkirk, 3 Johns. Ch. 312;Champion v. Brown, 6 Johns. Ch. 398;Craig v. Leslie, 3 Wheat. 563. The learned counsel for the infant defendant does not deny the existence of the general rule above stated, but he says this equitable conversion is not invariable, and that it cannot apply when the intention of the parties is clearly adverse to such a result; citing the case of Bostwick v. Frankfield, 74 N. Y. 215. It may be assumed that the rule does not obtain under circumstances which show clearly that the parties never intended that it should, but in this case we think no such exception to the rule can properly be deduced from the contract...

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