Bryan v. Swain

Morrison, C. J.: On the 10th day of August, 1876, plaintiff entered into an agreement with defendants, by the terms of which he agreed to sell defendants certain parcels of land mentioned in the complaint, for the sum of fifteen thousand dollars, to be paid in installments. The deed was to be a good and sufficient one to convey the title, free from all incumbrances, and was to be executed and delivered when the full amount of the purchase-money was paid. On the 29th day of August, 1876, a deed to the land mentioned in the agreement of August 10th was duly executed and delivered by plaintiff to defendants. This deed was in form a grant, bargain, and sale deed, and contained an express covenant; viz., for quiet and peaceable enjoyment. At the time of the execution of this deed, defendants gave plaintiff their note, which was secured by a mortgage on the land conveyed; and the defendants failing to pay an installment that fell due upon the note, this suit was brought to foreclose [617]the mortgage. There was a provision in the mortgage to the effect, that if default was made in the payment of any installment when the same was payable, the whole of the note should thereupon become due and payable. The defense is, that the title to one of the tracts of land embraced in the deed was, and still is, in the Government of the United States, and the only question before us is, Did that fact constitute any defense to this suit?

The evidence shows that there was no fraudulent concealment or misrepresentation respecting the plaintiff’s title ; but, on the contrary, the defendants at the time were fully informed of the precise condition of such title.

There can be no doubt that the plaintiff was obliged, under the agreement, to execute a good and sufficient deed, conveying the title; and if this case depended upon such agreement, the matter pleaded would be a good defense to the action. But the finding of the Court is, that the deed was taken and accepted in execution of the contract of August 10th. The evidence on this point was conflicting, but there was sufficient evidence to justify and sustain the finding of the Court. The rights of the defendants, therefore, depend upon the deed, and not upon the agreement—the latter being merged in and extinguished by the former.

In the case of Jones v. Wood, 16 Pa. St. 25, the Court says: “It is conceded, the Court below was right in the instruction given, that the acceptance of the deed of April 2nd, 1839, executed by Annan to Jones, was a consummation of the prior agreement, and operated to put an end to all questions concerning the quantity of the land to be conveyed, and the purchase-money to be paid, which might otherwise arise under the covenants of August 11th, 1838. As a general rule, by such an acceptance the parties to the transaction are absolutely precluded from looking behind the conveyance for subjects of strife suggested by their prior negotiations and contracts ; for the last step is esteemed as indisputably expressive of their final conclusions. In the present instance, this well-settled doctrine is as applicable to Wood, the vendor to J ones, as to the latter and his immediate grantor, Annan. ”