Cochran v. Stewart

This case reappears in this court after an absence of nearly 20 years. 21 Minn. 435.

The facts are sufficiently stated in the opinion on the former *508appeal. Tlie vital question now, as then, is whether, as between Wetmore and Cochran, the former was the owner of the Clendenin mortgage at the time of its foreclosure, in 1863.

The evidence as to Wetmore’s title to the mortgage, and as to his being a purchaser in good faith, for value, presented by the present record is, in all material respects, the same as on the former appeal. It is not quite apparent, therefore, why every question raised on this appeal is not res judicata by the former decision, as “the law of the case.” But it is not necessary to consider this question. The gist of plaintiff’s contention is that the evidence did not justify the two pivotal findings of the trial court, to wit: First, that Williams had authority from Cochran to transfer and deliver the Clendenin notes and mortgage to Snyder & Woodman for Ogby & Co.’s check for $ 1,600; Second, that such transfer and delivery were unconditional. The objection made to the first finding is that the evidence shows that Williams’ only authority was to deliver on payment of cash; and the objection to the second is that the evidence shows that the delivery was subject to the implied condition that Ogby & Co.’s check would be paid on presentation. But in our opinion both findings were amply justified by the contents of Cochran’s letter of May 17th to Williams, and the fact that when Cochran received the check he did not return it, but himself presented it for payment, and, as late as September, was trying to collect it, and in fact never did return it, and the further fact that when, as late as 1860, he brought an action to reclaim and foreclose the Clendenin mortgage, he did not claim that Williams had exceeded his authority, or that the delivery of the notes and mortgage to Snyder & Woodman was conditional, but predicated, his right of recovery exclusively upon the ground that the act of Williams was procured to be done by the fraudulent representations of Snyder & Woodman that the check was good, and prayed for relief against the assignment of the mortgage “so fraudulently procured.”

But, even if, as between the original parties, the evidence would not have justified the findings, it certainly does as between plaintiff and Wetmore, as an innocent purchaser for value, on the ground of equitable estoppel. Cochran put these instruments, complete in every respect, except the name of the assignee, into the hands of *509Williams, to be delivered to Snyder. They both knew that by delivering them they were putting it in his power to fill the blank, and then offer the instruments, thus completed, for sale to one to whom the instrument would give no notice whatever that they had ever been in the hands of Williams, or any other agent of Cochran, or of any conditions attached to their delivery, or of the fact that the assignment of the mortgage was originally in blank. Cochran thus clothed Woodman, whose name was inserted in the blank, with apparent perfect and absolute title to the notes and mortgage; and by so doing he is estopped from asserting the present defenses against one who purchased in good faith, for value, in reliance on these muniments of title. Wetmore was therefore entitled to be protected as a Iona, fide purchaser. This was decided on the former ap" peal, although the court, in there applying the doctrine of equitable estoppel, had more particularly in mind the alleged fraudulent representations of Snyder and Woodman as to the Ogby check. But the doctrine is equally applicable to the points more particularly urged on this appeal. Where a thing is sold for cash, but a check is accepted for the purchase money, and a delivery of the thing is made on the implied condition that the check will be paid on presentation, there are cases which hold that the vendor will not be estopped, as against a subvendee, by the fact that he gave a written acknowledgment of the payment of the purchase money; but we apprehend no case can be found which so holds, where the vendor gave an absolute bill of sale or assignment of the property, and the subvendee for value purchased on the faith of these muniments of title. Such was the fact in this case.(

While the case has been very exhaustively argued by counsel, and numerous assignments of error made, it seems to us that what has been said covers all there is of substance in this appeal, and is decisive of the case.

The word "Seal” affixed by Woodman to his assignment of the mortgage to Fenderson, was a sufficient "device” by way of a seal to entitle the instrument to record.

Order affirmed.

(Opinion published 59 N. W. 543.)