Merriam v. Boston, Clinton & Fitchburg Railroad

Ames, J. . At the time when the plaintiff delivered the certifi ■ cotes of her shares, with her signature indorsed, to her son, she had no legal capacity to convey them, without the written consent of her husband, or that of a judge of the Supreme Judicial Court, Superior Court, or Court of Probate. Gen. Sts. c. 108, § 3. As the conveyance under which the defendants claim was without such consent, it was invalid, and the' legal title to the shares still remains in her. The doctrine of estoppel is not applied to the case of a party incapable in law of making a contract, and she is therefore not estopped to deny the validity of the conveyance. Lowell v. Daniels, 2 Gray, 161. Pierce v. Chase, 108 Mass. 254. The defendants insist that the claim of the plaintiff is inequitable, and that -for that reason she is not entitled to the aid of a court of equity in its enforcement. But there is no equitable construction of a contract or duty, different from the legal one, and the same thing is true in the construction of statutes. 2 Story Eq. Jur. § 1548. A court of equity has no more jurisdiction than a court of law to recognize and give effect to instruments which, by statute, are inoperative. Townsley v. Chapin, 12 Allen, 476. The provision of the General Statutes above cited was undoubtedly intended for the protection of the rights of married women, and was for many years a part of the settled policy of the law. We are not prepared to hold that the assertion by the plaintiff of a clear legal right is in itself inequitable., in such a sense that her remedy in equity ought to be denied. If the pursuit of such a remedy were a violation of the defendants’ rights, or a breach of any agreement accompanying or modir fying the original contract, or giving to the defendants any special equity peculiar .to themselves, or placing them in any different position from that of any other person who has had the misfortune to take a defective title, the case might stand differently. With regard to the alleged loches on the part of the plaintiff, it is found in the report that she was not informed until some time in January, 1872, that the conveyance of the shares was not binding upon her. Whatever title any of the defendants supposed they had acquired in the property was obtained before that date, and it does not appear that since then any new expenses have been incurred or any new liabilities created. It is true that the disability of a married woman to bring an action has beer [245] removed, yet practically the fact of coverture cannot be wholly overlooked in the consideration of the question of loches. We are not prepared to say that there has been such a long continued and unexplained acquiescence on her part in the defendants’ possession of the property as to amount to gross loches, sufficient to deprive her of her remedy. For these reasons we think she is entitled to the relief prayed for, and to a Decree accordingly.* Footnotes [*] By the St. of 1874, c. 184, “A married woman may convey her shares in corporations,’’ “ in the same manner as if she were sole.”