Levy v. Iroquois Building Co.

Robinson, C. J., delivered the opinion of the Court. The plaintiff company, being the owner in fee of a lot of ground on McCullough street, sold a portion thereof, fronting 50 feet on said street, to the defendant, for $6,666.67. The defendant paid $25 in cash, and was to pay the balance so soon as the title could be examined. ' This is a bill by the plaintiff to enforce the specific performance of the contract of sale. The defendant refuses to take the title tendered [303] by the plaintiff, on the ground that the title is not a marketable title. The lot originally belonged to the late Bishop Ames, and he, on 3rd April, 1879, conveyed it to his daughter, Annie M. Hiss, the consideration set forth in the deed being the sum of five dollars iand natural love and affection. On the 16th January, 1892, Mrs. Hiss and her husband leased the lot to the plaintiff for 99 years, and the deed was recorded on the same day. The lease was in consideration of $5,000 in hand paid by the lessee, now plaintiff, and in further consideration of the payment of an annual rent of $600; and this rent, by a covenant in the lease, was redeemable at any time after 16th January, 1894, upon the payment of $10,000 and all accrued and accruing rent to the date of redemption. On the 1st February, 1894, Mrs. Hiss and her husband conveyed the lot in fee to the plaintiff. The consideration set forth in the deed being $10,000 and all accrued rent, the plaintiff having exercised its right to redeem the rent of $600 per annum reserved in the lease. The effect of this deed was to merge the leasehold interest then held by the plaintiff, thereby making it the owner in fee. By the title papers on record, the plaintiff had therefore a clear fee simple title to the property. It appears, however, that Bishop Ames made his last will and testament on the 7th of April, 1879, four days after the execution of the deed to Mrs. Hiss, and on a caveat being filed to the will by Mrs. Weik, a granddaughter of the Bishop, on the ground that .it was procured by the fraud and undue influence practised ';and exercised over him by Mrs. Hiss, the will was set aside, c The caveat was filed in 1892, before the lot was leased ,by Mrs. Hiss to the plaintiff, and the judgment of the lower Court setting aside the will was affirmed by this Court in 1894, before the execution of the deed by her conveying .■the reversion. Being apprehensive under these circumstances that proceedings might be instituted by Mrs. Weik -to! s.et aside the deed of Bishop Ames to Mrs. Hiss, the defendant submitted to her and her husband a deed relinquish [304] ing all right and title to the lot in question, and which they refused to execute. And on being pressed by the inquiry, they declined to say whether or not they intended to assail the deed to Mrs. Hiss, the reply being that they would exercise their legal rights whenever it stated their convenience. And the question is whether, in view of these facts, the plaintiff has a marketable title which a Court of Equity will enforce the defendant to accept ? The question as to what constitutes a marketable title has been, of course, the subject of a good deal of consideration by the Courts, and the books are full of cases in which the matter has been considered. The rule at one time was to decide in every case whether the title was good or bad, and to compel the purchaser to take it as good or dismiss the bill on the ground that it was bad. But as the judgment in such case bound only the parties to the suit, and those claiming under them, and as the question might be again raised by other parties, and upon matters and evidence not before the Court in the prior suit, it was deemed to be the safer rule not to decide whether the title was absolutely good or absolutely bad, but whether it was so clear and free of doubt, that the Court would compel the purchaser to take it, or whether it was one which the Court would not go so far as to decide it to be bad, but at the same time was the subject of so much doubt that a purchaser ought not to be obliged to accept it. In other words, whatever may be the private opinion of the Court as to the validity of the title, yet if there be a reasonable doubt, either as to matter of law or matter of fact involved in it, the purchaser will not be enforced to take it. And if the objection is based upon matter of fact, some reasonable ground of evidence must be shown in support of the objection. The purchaser has the right, we have said, to demand a title which shall enable him not only to hold his land, but to hold it in peace; and one so clear of doubt as will enable him to sell the property for its fair market value. At the [305] same time it is not every doubt, or suggestion, or even threat of contest that will be sufficient; otherwise an assailing purchaser might in every case raise or make such an objection. And to avoid this the rule is now well settled, that the doubt must be a reasonable doubt, and one sufficient to cause the Chancellor to hesitate, whether the purchaser should be obliged to complete the contract of sale. And the question in this case comes down to this: “ Whether the facts to which we have referred are in themselves sufficient to raise a reasonable doubt as to the plaintiff’s title ?” And in answer to this question, it is sufficient to say that at the time, the plaintiff bought the leasehold interest and the reversion, its vendor, Mrs. Hiss, had, so far as the records show, a clear, fee simple title to the lot in question; and further, that there had been no threat, or even intimation, at that time, that Mrs. Weik or any other person intended to assail the deed to her ; and further, no such proceeding has been instituted. There was, it is true, a judgment setting aside the will of Bishop Ames, but the title of Mrs. Hiss, under the deed, was in no manner involved in that suit, nor would the judgment be evidence in a proceeding involving her title under the deed. (Decided December 19th, 1894.) The appellant must therefore be considered as a bona fide purchaser for a vahiable consideration from a vendor holding a fee simple title under a deed from Bishop Ames, without notice, actual or constructive, of an intention or purpose of any one claiming through him to assail it. And being a bona fide purchaser without notice, no proceeding by Mrs. Weik could in any manner affect its title. The objection, therefore, made to plaintiff’s title, is not sufficient to create a reasonable doubt as to its validity. And unless there be such a doubt the defendant must accept the title tendered to him. Decree affirmed.