Hibbard v. . Ramsdell

Potter, J. We do not deem it necessary in disposing of this appeal, in view of the very able opinions delivered by the Special and General Terms of the court below, to enter into a very full or elaborate discussion. The judgment of the court below might well be affirmed upon the views presented in those opinions. It was held upon a consideration of the facts found by the learned trial court in this action, that there was no confidential, fiduciary or trust relations between the plaintiff and the defendant. *43 Eamsdell, at least, none that should require the latter to assign to the former the lease from defendant Dix, as security for the installments owing to plaintiff under the contract of purchase and, sale. The appellant’s counsel has cited upon his brief a large number of cases establishing and illustrating the relations of trust and confidence between partners, lessees, executors and trustees. I have examined most of the cases referred to and they do not hold or determine, as it seems to me, that the relations between the plaintiff and Eamsdell under the contract between them, are of that character. In this statement I assume there was no agreement express, or implied, that Eamsdell would apply for or take a new lease of the premises for an additional term, either for his benefit or that of the plaintiff, or at all. No such agreement is alleged in the complaint and the trial court has found there was none in fact. The plaintiff is therefore compelled to rely for the existence of the fiduciary relations, which he invokes to give him the right to the renewal lease, upon the lease and contract. Now it seems to me that the relations created between plaintiff and Eamsdell, by virtue of that contract are not at all those of landlord and tenant, or of trustee and cesdd que trust, but are those, or are analogous to those, winch exist between vendor and vendee. By the express terms of the contract the plaintiff agrees to sell to Eamsdell all the farmer’s right, title ‘ and interest, to the premises embraced in the old lease, or original lease; said “interest consists of a leasehold, purchased by and assigned to the defendant Eamsdell, upon payment of $800,” in installments with interest; said Eamsdell was also to pay the rent reserved in the original Morgan lease to plaintiff, and upon payment of said purchase money, the plaintiff agreed to execute and deliver an assignment of the Fenner lease to Eamsdell. This was but a contract by plaintiff to sell and by Eamsdell to purchase plaintiff’s right, title and interest under the original lease. When this contract shall have been executed the result will be simply a quit claim deed without any covenants. *44 Thus it appears there were no covenants creating fiduciary or confidential relations, and the true relations as it seems to me are those which spring from the relation of vendor and vendee. From this relation the plaintiff claims' that he is entitled to the second or renewal lease, or in other words, that the defendant Ramsdell was, in talcing the new lease, the plaintiff’s trustee or agent and made the new lease for the benefit of the plaintiff. I do not think the defendant Ramsdell owed the plaintiff any allegiance or duty of that character. In Watkins v. Holman (16 Peters, 54), it is said by the court in discussing such relations that “ the relation of landlord and tenant in no sense exists between vendor and vendee.” (Osterhout v. Shoemaker, 3 Hill, 513-518.) “The grantee takes the land to hold for himself and to dispose of it at his pleasure. He owes no faith or allegiance to the grantor, and he does him no wrong when he treats him as an utter stranger to the title.” It has been often held that the grantee in fee may purchase in an outstanding or hostile title to his grantor and fortify his own defective title, and thus make good to himself what his grantor's deed with his covenants failed to do. (Kenada v. Gardner, 3 Barb. 589.) Was it ever claimed that a grantee under a deed containing the fullest covenants, but which conveyed no title to him because the grantor had none, could be compelled to give the title which such grantee had purchased from another, to his grantor, who took his money but gave him nothing for it ? Or to state a case more nearly resembling the case under consideration, that a grantor who had no title and so conveyed to his grantee none, might nevertheless compel such grantee to convey to him the title purchased of another, so that the grantor might have good security for the payment of a mortgage which the grantee had given to him to secure the purchase-money when his deed conveyed nothing to the grantee. It was found and not disputed, indeed it was alleged in the complaint, that at the time the plaintiff assumed to contract to sell the premises to Ramsdell, the former lease had expired *45 that there was no legal right in the lessee or assigns to compel a renewal. The renewal depended upon the option of the lessor, and that option depended upon such terms as to the amount of rent and character of the lessee as should suit the landlord, though preference was generally given the tenant in possession if he had the qualifications, and would assent to the terms dictated by the landlord as to the amount of rent and duration of the term of the new lease. If any duties spring from a contract in these circumstances, I should expect that one of them would be that the vendor who held the lease and must have known that it had expired, or nearly so, and had sold it for $800, should himself have undertaken to have it renewed.. But if the vendor was not disposed to do this he should at least have reminded his vendee who had no knowledge or means of knowledge at hand as to the termination of the lease, and should have induced the vendee to procure the renewal of the lease. But the plaintiff took no agreement from Ramsdell to do so, and waited until the defendant had obtained a new lease at rent more than double that of the old lease, and for a term of only ten years and then demanded that the defendant should assign it to him to secure the payment of the purchase-price. I am not unaware that there is a class of cases, from which the appellant has collected a large number, where the renewal of a lease upon the same terms will be held for the benefit of a mortgagee of the first lease-hold estate, or where one partner has obtained a renewal in fraud of the rights of his co-partner under certain circumstances. The reason of the rule in the case of a mortgagee, is because in the mortgage it was covenanted or the law implied a covenant of title and thereafter the mortgagor would be estopped from claiming that the title he had, had expired. But these principles are not applicable to this case. I am not unmindful in the expression of these views that in one respect the relation between vendor and vendee entering-under a contract to convey is analogous to the relation between landlord and tenant and that is this, that neither the tenant *46 nor such vendee will be heard to deny the title under which he entered into the possession of the premises. That relation is based upon the principle of estoppel in the one case and in the other upon the principle that a party cannot rescind his contract without restoring what he has received under it, viz, possession. When, however, either the tenant or such vendee has •surrendered his possession he may contest his landlord’s or his vendor’s title in an action of ejectment by showing a better title derived from another or by any other legitimate ■defense. But that principal is not involved in this case. The action is brought not to recover the possession of the premises contracted to be sold, but mainly to compel the defendant to ■assign to .the plaintiff the rights which the defendant acquired under the new lease, to the end that plaintiff may hold and wield it as security for the payment of the purchase price of plaintiff’s interest under the expired lease. This is the equitable relief sought by the plaintiff in this action and I do not think he has shown himself entitled to it. The judgment .should be affirmed with costs. All concur, except Follett, Ch J., and Haight, J., not sitting. Judgment affirmed.