Opinion
Argued June 23, 1890
Decided October 7, 1890
E.D. Matthews for appellants. H.J. Cookingham for respondent.
We agree with the learned General Term that upon the death of Eliza Ann Vrooman, the trust created by the will of Miller terminated. It was wholly unnecessary for the trustee to thereafter make a formal conveyance of the land to Henry J. Vrooman and Mrs. Reynolds. The duties of the trustee really terminated upon the death of Mrs. Vrooman, and the provisions of the statute that "when the purpose for which an express trust shall have been created shall have ceased the estate of the trustee shall also cease" (1 R.S. 730, § 67), rendered it unnecessary to execute the deed, so far as the vesting of the title in the heirs of Mrs. Vrooman at her death was concerned. This seems to be so plain as not to require authority to sustain it. No amount of reasoning would make it plainer than the fact itself. The purpose for which the trust was created had ceased upon the death of Mrs. Vrooman. No further duties of an active trust nature were contemplated or required. The purpose having ceased, the statute conveys the title just as well as the trustee could do. ( In re Livingston, 34 N.Y. 557, 567.)
We also agree with that court that Eben C. Reynolds was a purchaser of the premises in good faith and without any notice (at the time of the purchase) of the agreement of Henry J. Vrooman with the plaintiff. We disagree, however, with the General Term upon the effect of the finding of the trial court that a sum of $860 of the purchase-price of the premises purchased by Reynolds from Vrooman, was unpaid at the time he, Reynolds, received notice of such agreement. The General Term has charged Reynolds with the payment of that sum to the plaintiff. If defendant Reynolds had been under no obligation to pay the amount to anyone but Vrooman under his contract of purchase, this direction would be proper. But he had entered into a valid agreement with Vrooman at the time of the purchase, and in consideration of the transfer to him of these premises, that he would pay certain mortgages and other indebtedness of Vrooman's to a much larger amount than this sum in dispute, and hence it was a part of the agreement for the purchase of the premises that he should assume and pay these debts of Vrooman's.
It is true, as stated at the General Term, that there is no finding, in so many words, that Reynolds promised Vrooman to pay these certain debts out of the consideration for the conveyance. But the language of the finding cannot be construed in any other light than as a finding that these debts of Vrooman were assumed by Reynolds, and that he agreed to pay them as a part of the consideration money for the purchase of the premises. The language of the finding "that the consideration of the transfer from said defendant Vrooman to Reynolds was made up as follows" (here is added the various sums, cash, mortgages, notes and other indebtedness, making the total of the purchase-price), can only mean that the amounts represented by the mortgages and notes were assumed by the defendant Reynolds as part of the consideration to be paid by him for the transfer of the property. It is not at all such language as would be used if the conveyance were taken simply subject to certain incumbrances, with no agreement to assume or to pay them. If there be any possible ambiguity in the language of the finding, it is made plain by the proof, for, in the testimony of Reynolds, which it would seem was uncontradicted upon this point, he swears that he assumed the payment of the mortgages mentioned in the finding, and also the note and other indebtedness therein spoken of.
A valid agreement was, therefore, made by Reynolds, by which he was bound to pay this very money to other parties, and he no longer owed it to Vrooman. This obligation was entered into before, and remained in full force and effect after he had notice of the agreement of Vrooman with the plaintiff. Vrooman himself could not discharge or release Reynolds from the obligation of the agreement (had he chosen to make the attempt) after the fact of the making of such contract had come to the knowledge of the owner of the mortgage, or the note, or other indebtedness, and it had been assented to and adopted by him. ( Gifford v. Corrigan, 117 N.Y. 257.)
Certainly, no release or discharge by Vrooman, before any knowledge of the contract on the part of the owner of the mortgage or note, will be presumed in the absence of any finding upon that subject, and in the absence of any evidence upon which such a finding might be based.
To permit this judgment to stand would, therefore, subject the defendant Reynolds to the payment of the money involved therein twice over.
Prima facie, the agreement in evidence was a valid and subsisting contract by which the defendant Reynolds was bound to pay the amount of these debts to the various owners of them, and a payment to the plaintiff of the sum directed by this judgment, would constitute no defense to Mr. Reynolds against such obligation. If the agreement had been canceled and the defendant released or discharged from its obligations, so that he had again become liable to Vrooman for the payment to him of this money, such fact would have to be shown and could not be assumed in favor of the plaintiff.
These views lead to a reversal of the judgment.
It should, therefore, be reversed and a new trial granted, costs to abide the event.
All concur.
Judgment reversed.