Work v. Welsh

• Decision Date: 28 March 1896
• Citation: 160 Ill. 468,43 N.E. 719
• Parties: WORK v. WELSH.
• Court: Illinois Supreme Court

160 Ill. 468

43 N.E. 719

WORK

v.WELSH.

Supreme Court of Illinois.

March 28, 1896.

Appeal from circuit court, Winnebago county; J. D. Crabtree, Judge.

Bill to foreclose a mortgage, brought by H. W. Carpenter against Robert K. Welsh and George Z. Work. Defendant Welsh filed a cross petition, making defendant Work a party thereto; and, judgment having been rendered for complainant therein, defendant Work appealed. Affirmed.D. M. Kirton, for appellant.

Garver & Fisher, for appellee.

The matters in controversy arose on cross bill filed by appellee in an original proceeding begun by one H. W. Carpenter, in the circuit court of Winnebago county, to foreclose a real-estate mortgage on certain property adjoining the city of Rockford, including block 14 of the subdivision of part of the S. W. 1/4 of section 35, township 44 N., range 1 E. of the 3d P. M., called ‘River Park,’ and filed of record in Book 7 of Plats, at page 18, in the recorder's office of Winnebago county, Ill. Appellant and appellee were both defendants to the original bill for foreclosure. Appellee, Welsh, filed his answer and cross bill, setting up that, about April 18, 1892, August Haegg and Otta Haegg, being then the owners of the land described in the mortgage, made the following proposition to the People's Mantel & Furniture Company, which corporation was then under process of organization: ‘Rockford, Illinois, April 18, 1892. To the Incorporators of the People's Mantel & Furniture Company-Gentlemen: In consideration of the proposed corporation with $100,000 capital for the erection of a furniture factory, on the west side of the railroad, on the south side of our land, or the adjoining land south, we will give four acres of land, to be deeded when the factory building is up, machinery in factory placed, and manufacturing commenced. This proposition is given on condition that an equal proposition shall be given, by owners of adjoining land, of not less than four acres, to said corporation, and that the capital stock of $100,000 shall be subscribed by bona fide and responsible parties. Work to commence within ninety days. Otta W. Haegg. Aug. Haegg.’ The cross bill alleges that, later, Otta W. Haegg became the owner of said premises; that on May 16, 1892, the People's Mantel & Furniture Company was organized, with a capital stock of $100,000 fully subscribed, and the company at once proceeded to erect a manufacturing plant upon said property, and continued for some time to manufacture furniture; that a like proposition was given by the owners of adjoining lands for the conveyance of the additional four-acre tract to said corporation, and work commenced by said company within 90 days, and that each and all of the particulars of said agreement were complied with substantially by the incorporators of the People's Mantel & Furniture Company. The cross bill further alleges that Otta W. Haegg, representing himself and August Haegg, acknowledged the substantial compliance on the part of this corporation with the terms and conditions of said agreement, and at different times after such compliance he promised to give said company a deed to the premises described in said agreement. It is alleged that, after the giving of said agreement, Haegg and Carpenter, the complainant in the original bill, caused the lands of which said four-acre tract was a part to be platted and subdivided, thus locating block 14, above mentioned, as a part of said four-acre tract. On September 2, 1893, after having been engaged in the manufacture of furniture for some 9 or 10 months, the People's Mantel & Furniture Company made an assignment to one Henry N. Starr, conveying to him, as assignee, all its property, for the benefit of its creditors, and on April 26, 1894, Starr, as such assignee, sold and transferred to appellee all interest of the People's Mantel & Furniture Company in and to the above-described premises, and executed deed therefor to him. The deed did not include all of the four-acre tract mentioned in the agreement, but did include all that portion upon which the factory building and equipments were located, and described as block 14. Appellee at that time took possession, and it is not disputed that whatever rights the People's Mantel & Furniture Company held in said property were transferred to him by virtue of the assignee's deed. On October 17, 1894, Otta W. Haegg transferred block 14, on which the furniture factory was located, to one Larson, who afterwards conveyed the same to appellant, Work. The answer of appellant to this cross bill denied all its material allegations, and that appellee acquired any right, title, or interest in or to said property by virtue of said deed from Starr. The circuit court, upon hearing of the issues, found the equity with the complainant in the cross bill, appellee here, and that all the material allegations in said cross bill as to the compliance by the People's Mantel & Furniture Company with the terms and conditions of said agreement had been proved, and that appellee was entitled to a conveyance from appellant of said block 14, and that, in default of said conveyance within the time specified, the master in chancery execute a deed conveying all the interest of Welsh in and to said premises. To reverse this decree this appeal is prosecuted to this court.

PHILLIPS, J. (after stating the facts).

The important question arising and to be determined on this record is whether there was a compliance by the People's Mantel & Furniture Company with the conditions of the Haegg proposition, or, if not a full compliance, whether the conditions not conformed to were waived by Haegg. There can be no contention that Welsh acquired any greater rights to title or possession under the assignee's deed than were possessed by the corporation; nor can it be said that appellant, taking the title by mesne conveyance from Haegg, with this corporation in open and notorious possession, stands on any different ground to contest the rights of appellee, if any exist, than would Haegg, who made the proposition. Various objections are urged and argued as reasons why the decree of the circuit court should be reversed, none of which appear to us, however, after careful examination, to be tenable.

It is first said the proposition of the Haeggs is void for uncertainty, in that it runs to the incorporators of a company not then...