The principles of law decided in this case are so dependent upon
the facts that a succinct statement of the latter becomes
necessary.
Collier was in possession of two drafts drawn by King upon
Groves and accepted by him for the accommodation of King. Collier
pledged these drafts to the Farmers' Bank of Virginia as collateral
security for a debt which he owed the bank.
The drafts not being paid at maturity, the bank sued both Groves
and King and recovered judgments against them, which were liens
upon their property.
Collier and King then agreed that if Collier were to purchase
King's property at a certain sum, he would return his drafts to him
and free him from the bank. To this agreement Groves was a witness,
and the purchase was accordingly made.
Collier and the bank then agreed that the bank should give him
time and he should
Page 53 U. S. 52
give additional collateral security to the bank and mortgage his
property, first reducing the liens of prior mortgages down to a
certain sum. The bank was moreover to surrender the collateral
securities previously received. The mortgage was made by Collier
and the collateral securities surrendered to him by the bank.
After this the bank had no right to prosecute the judgment which
it had obtained against Groves.
By the first agreement made between King and Collier, to which
Groves was privy, Collier exonerated Groves, as far as it was in
his power, and in consequence of the second agreement between
Collier and the bank, Collier became reinvested with the whole
control of the matter and his previous exoneration of Groves became
immediately operative. Groves was therefore entirely discharged
from all responsibility.
The failure of Collier to comply with his contract with the bank
did not prevent this exoneration of Groves from being
effectual.
The facts in the case are set forth in the opinion of the Court,
to which the reader is referred.
Page 53 U. S. 54
MR. JUSTICE NELSON delivered the opinion of the Court.
The case is somewhat complicated and confused, and it will be
necessary to state the material facts to be found in it in order to
present clearly the legal questions involved, and upon which the
decision must depend.
On 13 March, 1837, Thompson L. King drew two drafts, amounting
in the aggregate, to fifteen thousand four hundred and ninety-seven
dollars, in favor of John E. Hunter, upon Moses Groves, who duly
accepted the same. The liability of Groves upon these drafts to the
bank constitutes the main point in the controversy. The drafts were
subsequently, but before maturity, endorsed by Hunter to Lewis A.
Collier, and by him passed to the Farmers' Bank of Virginia, the
appellants, as collateral security for an indebtedness to the Bank.
Groves was an accommodation acceptor for the benefit of King, the
drawer.
The bank recovered judgment against Groves for the amount of the
drafts in the Madison District Court of Louisiana, December 1,
1840, and which was recorded in the office of the parish judge on
the same day, in the Parish of Madison, where the defendant
resided, so as to operate as a judicial mortgage on his real estate
and slaves. The bank recovered judgment also against King, the
drawer, on one of the drafts, and at the same time held other
judgments and demands against him in which Collier was interested
to the amount of some fifteen thousand dollars. These judgments and
demands had been pledged to the bank by Collier as collateral
security for his indebtedness.
On 26 February, 1841, a written agreement was entered into
between Collier and King in which, after reciting the several
judgments and demands above stated and held by the bank against
King in which Collier was interested, and also
Page 53 U. S. 55
reciting and describing certain plantations and lands belonging
to the said King, containing in all about twenty-two hundred acres
and a large number of slaves on the same, it was agreed, among
other things, that if the said Collier should be permitted to
purchase the said property at sheriff's sale on any of the
aforementioned judgments for his own account or for the account of
the bank at a sum not exceeding the whole amount of the several
judgments and demands or for a less sum, that then and in that case
the said property should be received by him in satisfaction and
discharge of the same, and the evidences of the several debts and
demands thus held by him and the bank should be delivered up to the
persons entitled to the same and full discharges given, and
especially to Moses Groves for and on account of the judgment
obtained by the Farmers' Bank of Virginia against him.
There are several other provisions and stipulations in said
agreement, but as they have no necessary bearing upon the material
questions in the case, it is unimportant to notice them. Groves was
a witness to this agreement.
In pursuance of this arrangement, Collier became the purchaser
of the property on 13 March, 1841, for the sum of $32,515, and
received a deed of the same from the sheriff on the sixteenth of
the month thereafter.
On 1 December, 1841, the Farmers' Bank of Virginia proposed to
Collier through their authorized agent an arrangement of his
indebtedness to them, as follows:
1. The bank to give him a credit on the same of one, two and
three years. 2. And surrender all the collateral securities which
they had received from him. And Collier, on his part, 1. to pay all
the expenses of prosecuting the collateral securities to the
attorneys in whose hands they are; 2. to give a mortgage, which was
to operate as a judicial mortgage in favor of the bank, on all the
property which he held in Concordia Parish; 3. to assign to the
bank certain notes, as collateral security, which he held against
Dix & Glascock, amounting to $9,000; 4. to have all the
mortgages that appear as encumbrances upon the property reduced by
a discharge of record to an amount not exceeding thirty-five
thousand dollars, besides those in favor of the Bank of Virginia
and Lancaster, Denby & Company; and 5. to give three notes to
the bank, one for $11,764.68, payable in twelve months after date,
one for $12,470.57, payable two years after date, and one for
$13,218.80, payable three years after date, amounting in the
aggregate, to thirty-seven thousand four hundred and fifty-four
dollars, five cents.
This is the substance of the proposition made by the agent and
which was intended as instructions to F. H. Farrar, his
Page 53 U. S. 56
attorney, under whose direction the mortgage was to be prepared
and executed.
On 3 December, 1841, the mortgage was duly executed by Collier
and delivered to Farrar and accepted by him on behalf of the
bank.
It was recorded in the proper office, and a copy with the three
notes transmitted by mail to the bank agreeably to the
instructions.
On 20 April, 1843, the Farmers' Bank of Virginia applied to the
judge of the Circuit Court of the United States in the District of
Louisiana for an executor's process against the estate of Groves,
he having died in December, 1841, praying that so much of his
estate might be seized and sold as should be necessary to satisfy
the judgment, which had been obtained by the bank against him
December 1, 1840, and which we have already referred to, and an
order was granted accordingly, whereupon Horace H. Groves, the son
of the deceased and administrator of the estate, filed the bill in
this case in the circuit court of the United States, setting out
substantially the facts already recited and praying that the bank
may be enjoined from proceeding to seize and sell any part of the
estate, that the executory process may be set aside, and the bank
decreed to enter satisfaction of the judgment of record.
The answer of the bank denies the authority of Collier to act
for them in any settlement or discharge of the judgment or for any
purpose in connection therewith. They also deny that they ever gave
their assent to the alleged discharge of the debt for which the
judgment was rendered or ever ratified or confirmed the acts and
doings of Collier in relation thereto.
They further allege that Collier was indebted to them in the
year 1837 in a large amount, and that he transferred to them the
acceptances of Groves, mentioned in the bill, as far back as 1837
and before they reached maturity, as collateral security for his
indebtedness. That they never intended to place the bills under the
control of Collier, but held them as their own and prosecuted them
to judgment. Nor did they ever allow him to take the charge and
management of the judgment as their agent after it was
recovered.
They further allege that being delayed in the collection of the
collateral securities, and receiving no payments from Collier, they
employed James W. Pegram, in November, 1841, as their agent, to
call upon Collier at his home with instructions to obtain a more
satisfactory arrangement of the debt against him. That it resulted
in the extension of the time of payment on his giving the mortgage
and notes referred to in the bill. They admit it was understood
between their agent and Collier that
Page 53 U. S. 57
the negotiable paper which had been transferred as collateral
security was to be surrendered up to him, the security furnished by
the mortgage being, as represented by him, sufficient to secure his
indebtedness, and relying on his punctuality in the payment of the
notes as they became due. That two of the notes provided for by the
mortgage are already past due, and nothing paid by the said
Collier; that the property covered by the mortgage is discovered to
be liable under previous encumbrances to a large amount, which may
render it insufficient for the payment of their debt. That said
Collier has long since waived the assignment of the said judgment
and consented that the bank might retain it as additional
security.
The court below granted a preliminary injunction, and afterwards
at the hearing on the pleadings and proofs confirmed the same and
decreed, that satisfaction of the judgment against Groves should be
entered of record.
Upon full consideration, we are of opinion this decree is right,
and should be affirmed.
King, the drawer of the bills, was the principal debtor, as the
acceptance by Groves was for his accommodation. He was therefore
bound to provide for them and keep Groves harmless, and this he
did, so far as the interest of Collier was concerned, by the
agreement of 26 February, 1841, and subsequent purchase by Collier
of the plantation and slaves in pursuance of its stipulations. The
purchase and title of the property under the sheriff's sale, it was
agreed, should be made and taken in satisfaction of this among
other demands against King, and in order to complete the
satisfaction, Collier bound himself to procure a discharge of the
judgment which the bank had recovered upon the drafts and then
held. Groves was privy and consenting to this arrangement between
King and Collier and, as between the latter and him, when
consummated, it constituted a valid defense to the drafts or
judgment either in law or equity.
It is true, as the bank was not privy and consenting to the
arrangement, their interest in the drafts was unaffected by it and
they were still at liberty to enforce their judgment against
Groves, if necessary to the payment of the debt for which the
drafts had been pledged as security.
But on 3 December following they entered into an arrangement
with Collier by which it was agreed that on the execution and
delivery to them of three notes, payable in one, two, and three
years, covering the whole amount of his indebtedness to the bank,
together with a mortgage upon a large plantation and slaves,
besides other real estate, as security for the payment, all the
collateral securities previously held for the indebtedness should
be given up to him. The notes and mortgage
Page 53 U. S. 58
were executed and delivered accordingly, and the collateral
securities surrendered, and the interest in them again exclusively
vested in Collier, and in this way becoming the owner of the drafts
and judgment against Groves, for which he had already received
satisfaction and bound himself to procure a discharge from the
bank, the agreement with King, the principal debtor, operated
instantly as an extinguishment of the demand and placed it beyond
the power of either Collier or the bank, or both of them together,
to revive it by any subsequent arrangement. The defense of Groves,
arising out of the agreement of King with Collier, attached
immediately on the bank reinvesting Collier with their interest in
the drafts, and would adhere to them into whosesoever hands they
might pass. They were not only bills overdue, but had become merged
in judgment against Groves.
It has been argued on behalf of the bank that Collier failed to
comply with all the conditions upon which they stipulated to accept
the mortgage and surrender the previous collateral securities, and
especially in one important particular -- namely the discharge of
record of existing encumbrances upon the property so as to reduce
them to an amount not exceeding $35,000.
But there are several answers to this objection.
In the first place, the weight of the proof is that the agent,
after an investigation and examination of these encumbrances,
waived the discharge of record, being satisfied that they had been
paid from the representation of Collier.
And in the second, no such ground of defense is set up in the
answer, nor is there any allegation of imposition or fraud by
Collier in the transaction. And in the third, assuming that there
was, the bank could not avail themselves of it for the purpose of
avoiding their part of the arrangement, and at the same time hold
on to the mortgage as a security for Collier's indebtedness. There
has been no surrender of the mortgage, on the part of the bank or
offer to surrender and vacate the agreement. On the contrary, it is
claimed by them as an available security held and relied on against
Collier.
It may be that if a fraud had been committed upon the bank in
the negotiation to substitute this mortgage for other collateral
securities, upon a surrender of the mortgage and notes accompanying
it to Collier on a discovery of the fraud, claiming to vacate the
arrangement on this ground, their right to and interest in the
securities surrendered, in the absence of any prejudice to the
rights of third persons acquired in the meantime might revive, and
in this way, the defense of Groves be overreached, the bank being
thus remitted to their original rights. But be this as it may, as
no such step has been taken, nor even claim of fraud set up in the
pleadings, we are bound to regard the arrangement
Page 53 U. S. 59
as valid and binding upon both parties, and if any fraud or
imposition has been committed to the prejudice of the bank, they
must look to him personally for compensation and redress. The
rights acquired by each party to the securities exchanged must be
taken to be such as were intended by the terms of agreement, and
regarding the transaction in this light it is clear, even
conceding, as is alleged, that Collier has since waived the
surrender of the collateral securities for which he had stipulated
or has since reassigned them to the bank, the defense of Groves is
still complete. These drafts and judgment upon them became
extinguished the moment the agreement between the bank and Collier
was carried into execution. They then became the exclusive property
of the latter, in which event his agreement with King, the
principal debtor, worked an immediate satisfaction.
It has also been argued that King has failed to fulfill all the
stipulations in his agreement with Collier, and hence that it is
not available to Groves. But this is a question exclusively between
him and Collier, who, for aught that appears, is content with the
agreement in the way it has been carried into execution. He
purchased the property and took the sheriff's deed as is alleged,
and not denied, went into the possession and enjoyment of the
estate and still holds it. And if he has not acquired all the
property stipulated for in his agreement, he must look to King
personally for compensation and redress. He has chosen to accept
the execution of the agreement, and must be deemed bound by its
stipulations.
In every view we have been able to take of the case, we are of
opinion the decree of the court below is right and should be
Affirmed.
Order
This cause came on to be heard on the transcript of the record
from the Circuit Court of the United States for the District of
Louisiana and was argued by counsel. On consideration whereof, it
is now here ordered, adjudged, and decreed by this Court that the
decree of the said circuit court in this cause be and the same is
hereby affirmed with costs.