1. By a trust deed, duly recorded, land was conveyed to the
trustees in fee and they were authorized to release it to the
grantor upon payment of the negotiable promissory note thereby
secured. Before that note was paid or payable, and after it had
been negotiated to an endorsee in good faith for full value, a deed
of release, reciting that it had been paid, was made to the grantor
by the trustees and by the payee of the note, and recorded, and the
grantor executed and recorded a like trust deed to secure the
payment of a new note for money lent to him by another person, who
had no actual notice that the first note had been negotiated and
was unpaid and who, before he would make the loan, required and was
furnished with a conveyancer's abstract of title, showing that the
three deeds were recorded and the land free from encumbrance.
Held that the legal title was in the trustee under the
second trust deed, and that the note thereby secured was entitled
to priority of payment out of the land.
2. Upon a bill in equity by the holder of a debt secured by deed
of trust to set aside a release negligently executed by the trustee
to the grantor, the complainant cannot have a decree for the
payment of his debt by the trustee personally.
Page 107 U. S. 479
The facts are stated in the opinion of the Court.
MR. JUSTICE GRAY delivered the opinion of the Court.
This is a bill in equity filed by Benjamin L. Jackson and
others, partners under the name of Jackson, Brother & Company
and heard on the pleadings and proofs, by which the material facts
appear to be as follows:
On the 1st of January, 1875, Edwin J. Sweet and his wife
purchased and took a deed from Augustus Davis of a house and land
in Washington, and executed and acknowledged a trust deed thereof
in which they recited that they were indebted to Augustus Davis in
the sum of $8,000 for deferred payments of the purchase money, for
which they had given him their four promissory notes of the same
date and payable to his order -- three for the sum of $1,833.33
each, and payable in one, two, and three years respectively, and
one for the sum of $2,500, payable in three years, and all bearing
interest at eight percent -- and by which deed, in order to secure
the payment of those notes as they matured, they conveyed the land
to Charles T. Davis and William Stickney, and the survivor of them,
their and his heirs and assigns, in trust to permit the grantors to
occupy the premises until default in payment of principal or
interest of the notes, and upon the full payment of all the notes
and interest, and all proper costs, charges, and commissions, to
release and convey the premises to Mrs. Sweet, her heirs and
assigns, with a power of sale upon default of payment, and a
provision that the purchaser at the sale should not be bound to see
to the application of the purchase money. That deed of trust was
recorded on the 14th of January, 1875.
The notes secured by that deed were endorsed by Augustus Davis
and Charles T. Davis, had on the margin the printed words "secured
by deed of trust," and were, soon after their date, transferred by
the endorsers for full value and before
Page 107 U. S. 480
maturity to the plaintiffs, and have since been held by them,
except the one due at the end of the first year, which was paid by
the endorsers. Charles T. Davis was a son and a partner of Augustus
Davis, and was a broker and real estate agent.
On the 15th of September, 1876, before any of the other notes
fell due and without the plaintiffs' knowledge, the trustees, Davis
and Stickney, executed a deed of release of the land to Mrs. Sweet
reciting that the debt secured by the trust deed had been fully
paid and discharged, as appeared by the signature of Augustus
Davis, who joined in the execution of the release.
At or before the same time, Sweet and wife employed Charles T.
Davis to make some arrangement by which they could take up those
notes and give others running for a longer time. He went to Samuel
T. Williams and offered him the land unencumbered as security for a
loan of $5,000, payable in four years, and bearing nine percent
interest, and Williams agreed to make the loan if satisfied by a
conveyancer's abstract of title that the land was free of all
encumbrance, but not otherwise.
On the 27th of September, 1876, a deed of trust containing
provisions like those in the first deed of trust was executed by
Sweet and wife to Robert K. Elliott and Charles T. Davis to secure
the payment of a note for $5,000 in four years to Williams, with
interest at the rate of nine percent. On the 28th of September, the
deed of release and the second deed of trust were recorded. Charles
T. Davis furnished Williams with certificates of a conveyancer that
he had examined the title on the 14th of September and found it
good, subject to the first trust deed, and again on the 28th, when
the only changes were the release and the second deed of trust, and
Williams thereupon gave to Davis his check, payable to Davis'
order, for $5,000 (which Davis applied to his own use), and
received from him the note of Sweet and wife for the same amount,
and the trust deed to secure its payment. Neither Williams nor
Sweet and wife then knew that at the time of the execution of the
release, Augustus Davis was not the holder of the notes secured by
the first trust deed. On the 29th of September, Sweet and wife
executed another trust deed to Charles T. Davis to secure the
payment of six promissory notes to Augustus Davis for $530.26 each,
payable at intervals of six months from their date.
Page 107 U. S. 481
On the 27th of July, 1877, the interest due on the note to
Williams not having been paid, the trustees, Elliot and Davis, sold
the land by auction for the sum of $6,325 to Eli S. Blackwood, who
paid them $1,325 in cash (which was applied to the payment of the
interest and of other charges) and gave them his note for $5,000,
secured by a trust deed of the land.
The bill, which was against Williams, Sweet and wife, Augustus
Davis, and Blackwood in their own right against Charles T. Davis
and Stickney in their own right and as trustees, and against
Elliott as trustee only, prayed that the release by Stickney and
Charles T. Davis, as well as all the subsequent conveyances, might
be declared void as against the first trust deed, and the trust
created by that deed be declared to have priority over all
subsequent encumbrances; that Charles T. Davis be removed from his
trust and a new trustee be appointed in his stead; that the land be
sold and the proceeds applied, under order of the court, to the
payment of the notes held by the plaintiffs and of any other lawful
claims, and for an injunction, a discovery, an account, and further
relief.
The judge before whom the case was first heard made a decree
declining to set aside the release or to declare that the first
deed of trust had priority over the second; adjudging that the
first deed of trust was fraudulently and negligently released by
Augustus Davis and Charles T. Davis, and wrongfully and negligently
released by Stickney, and therefore ordering that the plaintiffs
recover against Augustus Davis, Charles T. Davis, Stickney, and
Sweet and wife, the amount due on the notes held by them, with
interest; declaring that the note for $5,000, held by Williams, was
the first charge on the land, and ordering the land to be sold, and
the proceeds to be distributed in paying off the encumbrances in
the order thus established.
The court at general term reversed those parts of the decree
which declined to set aside the release and which declared that
Williams was entitled to priority and also that part which adjudged
that the plaintiffs recover against Stickney the amount of their
debt, affirmed it in other respects, and ordered the proceeds to be
first applied to the payment of the plaintiffs' debt. Williams
appealed from so much of this decree as gave
Page 107 U. S. 482
priority to the plaintiffs' claim, and the plaintiffs appealed
from so much as reversed the decree against Stickney.
By the statutes regulating the conveyance of real estate in the
District of Columbia, all deeds of trust and mortgages, duly
acknowledged, take effect and are valid as to all subsequent
purchasers for valuable consideration without notice and as to all
creditors from the time of their delivery to the recorder for
record, whereas other deeds, covenants, and agreements take effect
and are valid as to all persons from the time of their
acknowledgment if delivered for record within six months after
their execution. Any title bond or other written contract in
relation to land may be acknowledged and recorded in the same
manner as deeds of conveyance, and the acknowledgment duly
certified, and the delivery for record of such bond or contract
shall be taken and held to be notice of its existence to all
subsequent purchasers. Rev.Stat.D.C. secs. 446, 447, 449.
The first deed of trust from Sweet and wife did not give the
trustees merely a power to release the land on payment of the notes
secured thereby and to sell on default of payment, but it vested
the legal title in them. A release of the land before payment of
the notes would be a breach of their trust, and would be unavailing
in equity to anyone who had knowledge of that breach.
Insurance
Company v. Eldredge, 102 U. S. 454.
But it would pass the legal title.
Taylor v. King, 6 Munf.
(Va.) 358;
Den v. Troutman, 7 Ired. (N.C.) L. 155. The
legal title in the land, being in the trustees under the first deed
of trust, passed by their deed of release to Mrs. Sweet, and from
her by the second deed of trust to the trustees for Williams.
The first deed of trust having been made to the trustees therein
named for the benefit of Augustus Davis, and to secure the payment
of the notes from the grantors to him, and the plaintiffs, upon the
transfer and endorsement to them of those notes, having taken no
precaution to obtain and put on record an assignment of his rights
in such form as would be notice to all the world, the recorded deed
of release, executed by him as well as by the trustees, reciting
that the notes had been paid and conveying the legal title, bound
the plaintiffs as well as himself in favor of anyone acting upon
the faith of the record and ignorant of the real state of
facts.
Page 107 U. S. 483
If the plaintiffs wished to affect subsequent purchasers with
notice of their rights, they should have obtained a new conveyance
or agreement, duly acknowledged and recorded, in the form either of
a deed from the original grantors or of a declaration of trust from
the trustees or of an assignment from Augustus Davis of his
equitable interest in the land as security for the payment of the
notes. The record not showing that any person other than Augustus
Davis had any interest in the notes or in the land as security for
their payment, an innocent subsequent purchaser or encumbrancer had
the right to assume that the trustees, in executing the release,
had acted in accordance with their duty.
Williams is admitted to have had no actual knowledge that the
notes secured by the first trust deed were held by the plaintiffs
or that they were unpaid. The knowledge of those facts by Charles
T. Davis, through whom Williams made the loan, does not bind him,
because upon the evidence Charles T. Davis appears not to have been
his agent, but the agent of Sweet and wife. Williams took every
reasonable precaution that could have been expected of a prudent
man before advancing his money to Charles T. Davis for Sweet and
wife. He declined to lend his money until after he had been
furnished with a conveyancer's abstract of title showing that the
deed of release from the trustees under the first deed of trust and
from the original holder of the notes secured thereby, as well as
the second deed of trust to secure the repayment of the money lent
by Williams, had been recorded, and that the land was not subject
to any encumbrance prior to the second deed of trust.
It was suggested in argument that, as the first deed of trust
showed that the notes secured thereby were negotiable and were not
yet payable and that the land was not intended to be released from
this trust until all the notes were paid, Williams was negligent in
not making further inquiry into the fact whether they were still
unpaid. But of whom should be have made inquiry? The trustees under
the first deed and the original holder of the notes secured thereby
having expressly asserted under their own hands and seals that the
notes had been paid, and Sweet and wife having apparently concurred
in
Page 107 U. S. 484
the assertion by accepting the deed of release and putting it on
record, he certainly was not bound to inquire of any of them as to
the truth of that fact, and there was no other person to whom he
could apply for information, for he did not know that the notes had
ever been negotiated, and he had no reason to suppose that they had
not been cancelled and destroyed.
To charge Williams with constructive notice of the fact that the
notes had not been paid, in the absence of any proof of knowledge,
fraud, or gross or willful negligence on his part, would be
inconsistent with the purpose of the registry laws, with the
settled principles of equity, and with the convenient transaction
of business.
Hine v. Dodd, 2 Atk. 275;
Jones v.
Smith, 1 Hare 43, and 1 Phillips 244;
Agra Bank v.
Barry, Irish R. 6 Eq. 128, and L.R. 7 H.L. 135;
Wilson v. Wall,
6 Wall. 83;
Norman v. Towne, 130 Mass. 52.
The equity of Williams being at least equal with that of the
plaintiffs, the legal title held for Williams must prevail, and he
is entitled to priority. The decree appealed from is in this
respect erroneous, and must be reversed.
But that decree, so far as it refuses relief against Stickney
personally, is right. The main purpose of the bill is to set aside
the deed of release and to satisfy the plaintiffs' debt out of the
land. The attempt to charge Stickney with the amount of that debt,
by reason of his negligence in executing the release, is wholly
inconsistent with this. The one treats the release as void; the
other assumes that it is valid. In the one view, Stickney is made a
party in his capacity of trustee only; in the other, it is sought
to charge him personally. The joinder of claims so distinct in
character and in relief is unprecedented and inconvenient.
Shields v.
Barrow, 17 How. 130,
58 U. S. 144;
Walker v. Powers, 104 U. S. 245.
The result is that the decree appealed from must be reversed and
he case remanded with directions to enter a decree in conformity
with this opinion, and without prejudice to an action at law or
suit in equity against Stickney.
Decree reversed.
MR. JUSTICE HARLAN did not sit in this case, and took no part in
the decision.