Brannan v. Mesick

California Supreme Court Jul 1, 1858Published

Before: Terry

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Holding. The court held that the deed from Sutter to Brannan was a conveyance upon a condition precedent, meaning title did not vest until the conditions were performed. Because the evidence failed to prove the required payment of the purchase money, the plaintiff was not entitled to equitable relief.

Issues

Whether the conveyance from Sutter to Brannan was a conveyance in praesenti or a conveyance upon condition precedent.
Whether the registration of the deed imparted notice to subsequent purchasers under the Registration Act.
Whether the conditions precedent for the vesting of title were satisfied by the vendees.

Disposition. reversed

Quotations verified verbatim against the opinion

“We are satisfied that the deed in question was intended as a conveyance upon condition precedent, and that the grantees could acquire no title under it until the condition had been performed.”

“A deed on condition precedent vests the title in the grantee, on the performance of the condition, without any further act on the part of the grantor”

“We think the evidence of payment was not sufficient to entitle the plaintiff to relief in a Court of Equity.”

Synopsis

The first step in the construction of a deed, is to ascertain the understanding and intention of the parties at the time of contracting.

Oral evidence is sometimes admissible to explain, but not to contradict or vary the terms of a written contract; thus, if the words of a contract be ambiguous, its meaning may be gathered from contemporaneous facts which intrinsic testimony establishes.

If, when the intention is thus ascertained, it is found that the words will fairly bear a construction which makes them express this intention, then the words will be so construed, and the contract, with this interpretation, enforced as the contract of the parties.

The distinction between patent and latent ambiguities, is now regarded as intended to enable the Court to distinguish between cases curable and those of incurable uncertainty.

A executed to B, C, D, and E, an instrument which commences in the ordinary form of a deed of bargain and sale, purporting to convey to them, in consideration of $125,000, the property therein described, with a general warranty of title against the claims of all persons; this clause then followed by a power of attorney authorizing the grantees to take possession, sell, and convey, or lease the property, in the name of the grantor, and to receive the purchase-money and rents, and that grantor would not sell, lease, or authorize any other person to sell or lease the premises, or revoke the power given, unless the grantors neglected to pay the said sum of $125,000; in instalments, specified therein, with a covenant that if said amount was paid at the time specified, the instrument should take effect as a full and complete conveyance in fee of the property; and also a covenant, that if grantor should fail to fulfill his covenants, the instrument should take effect as a conveyance: Meld, that such instrument was intended as a conveyance upon condition precedent, and that grantees could acquire no title under it until the condition was performed, and when so performed, the title vests in the grantees without any further act on the part of the grantor.

Such condition precedent must be strictly and punctually performed before the estate can vest or be enlarged.

The registration of such instrument is sufficient to put a subsequent purchaser on inquiry as to the performance of the conditions.

Until the payments are made, the title is in the grantor, and would pass to a subsequent purchaser after the time fixed for the payments.

Terry, C. J., after stating the facts, delivered the opinion of the Court Burnett, J., and Field, J., concurring.

The case, as presented by the record, involves three questions :

First, as to the character of the conveyance from Sutter to Brannan and others.

Second, the effect of the registration; and,

Third, whether the conditions were performed by the vendees.

The objection on the ground that one of the grantees was the trustee or agent of Sutter, and that the purchase was a fraud on his cestui que trust, is not supported by the record. The only evidence on this point is that of Wetzlar, who says that he was requested by Sutter to find purchasers for the land; that he found parties who were willing to purchase three-fourths, and that Sutter himself requested Wetzlar to become the purchaser of the remaining one-fourth upon the terms already agreed on between Sutter and Brannan.

There is no evidence that Wetzlar sustained any fiduciary relation with Sutter, or had any peculiar knowledge of his affairs, before the execution of the deed; his agency, according to the evidence, began after that period.

The first step in the construction of a deed is to ascertain the understanding and intention of the parties at the time of contracting.

“When it is necessary to give an opinion upon the doubtful words of the deed, the first thing we ought to inquire into is, what was the intention of the parties ? If the intention of the parties be as doubtful as the words, it will be of no assistance at all; but if the intent of the parties be plain and clear, we ought, if possible, to put such a construction on the doubtful words of a deed as will best answer the intent of the parties, and reject [106]that construction which manifestly tends to overturn and destroy it.” (Parkhurst v. Smith, Willes, 322.)

To arrive at this intention, the situation of the parties, and the subject-matter at the time of contracting, should be considered; the whole deed should be taken together, and, if possible, effect should be given to all of its parts. “ It is a true and important rule of construction, that the sense and meaning of the parties to any particular instrument, should be collected ex antecedentibus et consequentibus; that is to say, every part of it should be brought into action, in order to collect from the whole, one uniform and consistent sense, if that may be done; or, in other words, the construction must be made upon the entire instrument, and not merely upon disjointed parts of it; the whole context must be considered in endeavoring to collect the intention of the parties, although the immediate object of inquiry be the meaning of an isolated clause. In short, the law will judge of a deed or other instrument, consisting of divers parts or clauses, by looking at the whole; and will give to each part its proper office, so as to ascertain and carry out the intention of the parties.” (Broom’s Legal Maxims, 442.)

Brannan v. Mesick

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