Shorter v. Frazer

BBICKELL, C. J. There are three questions, arising upon this record — the first, whether the complainants (now appellants) can assert and maintain a lien on the lands in controversy, for the payment of the promissory note, given by the original vendee to their guardian, for the payment of the purchase-money; second, whether the claim for the enforcement of such lien is stale, according to the doctrine of a court of equity, or barred by the statute of limitations; third, are the defendants (now appellees) entitled to protection as bona fide purchasers, against such lien. The sale and conveyance of the lands by the guardian was unauthorized, in derogation of her duty and trust, passing-no title to the purchaser, and, at the option of the wards, could have been avoided. But we apprehend there is no-room for doubt, that if the wards so elected, the sale and conveyance was capable of ratification and confirmation by them, as well as of repudiation. They could have affirmed it, by holding the guardian liable for the purchase-money; and they may affirm it, by claiming the note given for the purchase-money, as assets to which they are entitled. In whatever mode the confirmation is manifested, it has relation to the day of sale, and from that day the wards stand as the vendors, clothed with all the rights, and subject to all the duties of a vendor. The sale and conveyance was intended for their benefit; and the vendee, or those who succeed to his estate, or the estate it was intended to confer on him, have no just ground of objection to its confirmation by them. The sale aud conveyance is merely completed, and the estate the vendee intended to acquire, passes to him. The principle is general, applying to the relation of trustee and cestui que trust in all its various forms, that if the trustee [80] makes an unauthorized sale of the trust estate, the cestui que trust may ratify and confirm it, claiming the purchase-money; or may repudiate it, and recover the estate. The trustee can not repudiate it, nor can the purchaser, if the cestui que trust is willing to ratify and confirm it.— Greenleaf v. Queen, 1 Pet. 146; Lamkin v. Reese, 7 Ala. 170; Bland v. Bowie, 53 Ala. 152; McCully v. Chapman, 58 Ala. 325; Alderson v. Harris, 12 Ala. 580. The sale and conveyance having been ratified and confirmed by the appellants, they stand as the vendors of the lands, subrogated to all the rights and remedies of the original vendor, the guardian. It is the settled law of this State, that a vendor of lands, in the absence of an agreement to the contrary, express or implied, retains a lien for the payment of the purchase-money, though he may execute a conveyance, which on its face acknowledges full payment of the consideration. The vendee stands in the relation of a trustee for the vendor — holding the legal estate charged with a trust for the payment of the purchase-money. The trust follows the estate, and binds it, unless it devolves on a bona fide purchaser without notice. It does not spring from, or depend upon the agreement of vendor and vendee. The law raises it, unless the agreement of the parties excludes it, upon the broad principle, that in good conscience one man ought not to get and keep the estate of another, without paying the consideration-money. — Foster v. Athenceum, 3 Ala. 302; Pylant v. Reeves, 53 Ala. 122; Simpson v. McAllister, 56 Ala. 228. It is also the settled doctrine of this court, that the lien is not lost, because an action at law for the recovery of the purchase-money is barred by the statute of limitations; nor is the demand for its enforcement stale, -within the sense of that term, as used in courts of equity, unless its enforcement is delayed for twenty years after the purchase-money becomes due and payable. — Driver v. Hudspeth, 16 Ala. 348; Relfe v. Relfe, 34 Ala. 500; Bizzell v. Nix, 60 Ala. 281; Moreton v. Harrison, 1 Bland, 491; Singar v. Henderson, Ib. 236. The lien, as we have said, will prevail against the vendee, and all others claiming under him than bona fid,e purchasers, for a valuable consideration, without notice. As against the heirs, or the voluntary donees, or purchasers of the vendee with notice, or purchasers from him acquiring an equitable title only, the lien exists and will be enforced. — 2 Story’s Eq. § 1228. The general principle embodied in the maxim, Nemo plus juris ad alium transferre potest qucim ipse habet, is recognized by courts of equity, as well as by the courts of common law; as is also the general principle, embodied in the [81] maxim, qui prior est in tempore, potior est in jure, An exception, however, obtains in favor of a purchaser who acquires the legal estate, from a vendor seized, or pretending to be seized, of a fee simple in the premises. If the purchase is of a mere equity, which can be enforced only through the instrumentality of a court of equity, there is no reason for a departure from the general principle, that priority in point of time creates priority in point of right, and that the transfer or conveyance must be limited to the interest of the grantor. — 2 Lead. Eq. Cases, 94-5. Another principle, well established, is, “ that a purchaser will have constructive notice of every thing which appears in any part of the deeds or instruments which prove and constitute the title purchased, and is of such a nature that, if brought directly to his knowledge, it would amount to actual notice. For the right of a purchaser can in no c¿,se go beyond his own title, and whatever appears on the face of the title papers, forms an integral part of the title itself.” 2 Lead. Eq. Cases, 168-9 ; Johnson v. Thweatt, 18 Ala. 741; Wilson v. Wall, 34 Ala. 288; Witter v. Dudley, 42 Ala. 616; Taylor v. Forsey, 56 Ala. 426. These principles are fatal to the claim of the appellees, to protection as bona fide purchasers. The legal estate in the premises did not reside in the vendor, Frazer, through and from jvhom they deduce title. It resided in the appellants, and the maxim caveat emptor is completely applicable. The whole principle on which protection is afforded a bona fide purchaser, proceeds on the substantial reason, that by parting with a valuable consideration he has acquired an equity equal in dignity to the outstanding equity of which he has no notice. As a mere equity, that he acquires must be subordinate to older equities, but annexed to it is the legal estate, and it is the legal estate which gives him precedence. In Hinds v. Vattier, 7 Pet. 271, said C. J. Marshall: “ The rules respecting a purchaser without notice are framed for the protection of him who purchases a legal estate, and pays the purchase-money without knowledge of an outstanding equity. They do not protect a person who acquires no semblance of title. They apply fully only to the purchaser of the legal estate. Even the purchaser of an equity is bound to take notice of any prior equity.” All the appellees acquired, or could acquire by their purchase, was an equity. If their vendor had fully paid the purchase-money, and the guardian of the appellants had made proper application of it, the estate could and would, in a court of equity, have been charged with it. This is the extent of the equity, perhaps, if the purchase-money had been paid; not having been [82] paid, if the appellants elect, as they do, to confirm the sale, the purchase-money is a trust chargeable on the lands; and all that the purchasers from the original vendee acquired, is an equity to the legal estate on the payment of the purchase-money. They have not the semb'ance of a legal title. The several conveyances by the guardian give notice that the legal estate resides in the appellants. Each recites that Mary E. Shorter, for herself, and as guardian to her children by her late husband deceased, James H. Shorter, grants and covenants. It is vain for a purchaser from her grantee to profess ignorance of the fact, not now disputed, that the estate resided in the ancestor of the appellants, and that the sale and conveyance by the guardian was unauthorized. Of the title papers of their vendor, the law conclusively charges them with notice. There is, and can be, no more disputation of the fact of notice, than of the presumption every man knows the law. If they were not grossly negligent — if they made, as they were bound to make, an examination of the quality of the estate of their vendor, they could not be ignorant that the legal estate resided in the appellants, and all they could possibly acquire was an equity to charge the lands with the purchase-money, if it had been paid and properly applied. Into its payment and application, they were bound to inquire, for their equity depended on these facts. If it had not been paid, they can not, without professing ignorance of the law, aver that they had not notice of the equity of the appellants, to confirm the unauthorized sale by their guardian, and charge the lands with the payment of the purchase-money. There is no aspect of the case in which, in equity and good conscience, the lands should not be charged with the payment of the original purchase-money. Thereby, the original vendee is freed from standing in the condition of a trespasser, a condition he never intended to assume; acquires that for which he contracted, the legal estate in the premises; and is saved from the injustice of doing that which even the sovereign power of the State can not do, taking the property of another without just compensation. The decree of the chancellor must be reversed, and a decree will be here rendered, granting the appellants relief.