Mr. Justice Field
stated the case, and delivered the opinion of the court.
The disposition of the case, depends upon the construction
given to the devise of Robert Sinclair to his widow, and the operation of the foreclosure proceedings as an estoppel upon the complainant from asserting title to the property.
The complainant contends that the widow took a life-estate in the property, with only such power as a life-tenant can have, and that her conveyance, therefore, carried no greater interest to the Union Potomac Company. The defendant corporation, on the other hand, insists, that, with the life-estate, the widow took full power to dispose of the property absolutely, and that her conveyance accordingly passed the fee.
We are of. opinion that the position taken by the complainant is the correct one. The interest conveyed by the devise to the widow was only a life-estate. The language used admits of no other conclusion; and the accompanying words, “ to do with as she sees proper before-her death,” only conferred power to deal with the property in such manner as she might choose, consistently with that estate, and, perhaps, without liability for waste committed. These words, used in connection with a conveyance of a leasehold estate, would never be understood as conferring a power to sell the property so as to pass a greater estate. Whatever power of disposal the- words confer is limited by the estate with which they are connected.
In the case of
Bradley
v.
Westcott,
reported in the 13th of Vesey, the testator gave all his personal estate to his wife for her sole use for life, to be at her full, free, and absolute disposai and- disposition during life; and the court held, that, as the testator had given in express terms an interest for life, the ambiguous words afterwards thrown in could not extend that interest to the absolute property. “ I must construe,” said the Master of the Rolls, “ the subsequent words with reference to the express interest for life previously given, that she is to have as full, free, and absolute disposition as a tenant for life can have.”
In
Smith
v. Bell, reported in the 6th of Peters, the testator gave all his personal estate, after certain payments, to his wife, “to and for her own use,and disposal absolutely,” with a provision that the remainder after her decease should go to. his son. The court held that the latter clause qualified the former,
and showed that the wife only took a life-estate. In construing the language of the devise, Chief Justice Marshall, after observing that the operation of the words “ to and for her own use and benefit and disposal absolutely,” annexed to the bequest, standing alone, could not be questioned, said, “But suppose the testator had added the words ‘ during her natural life,’ these words would have restrained those which preceded them, and have limited the use and benefit, and the absolute disposal given by the prior words, to the use and benefit and to a disposal for the life of the wife. The words, then, are susceptible óf such limitation. It may be imposed on them by other words. E-ven the words ‘ disposal absolutely ’ may have their character qualified by restraining words connected with and explaining.them, to mean such absolute disposal as a tenant for life may make.”
The Chief Justice then proceeded to show that other equivalent words might be used, equally manifesting the intent of the testator to restrain the estate of the wife- to her life, and that the words, “ devising a remainder to the son,” were thus equivalent.
In
Boyd
v.
Strahan,
36 Ill. 355, there was a bequest to the wife of all the personal property of the testator not otherwise disposed of, “ to be at her own disposal, and for her own proper use and benefit during her natural life; ” and the court held that the words “ during her natural life ” so qualified the power of disposal, as to make it mean such disposal as a tenant for life could make.
' Numerous other cases to the same purport might be cited. They all show, that where a power of' disposal accompanies a bequest or devise of a life-estate, the power is limited to such disposition as a tenant for life can make, unless there are other words clearly indicating that a larger power was intended.
The position that the complainant is estopped, by the proceedings for the foreclosure of the mortgage, from asserting title to the property, has less plausibility than, the one already considered. There was nothing in the fact that the complainant and Hector Sinclair ownéd seven-eighths of the reversion, which prevented them from taking a mortgage upon the life-estate, or
purchasing one already executed. There was no misrepresentation of the character of the title, which they sought to subject to sale by the foreclosure suit. The bill of complaint in the suit referred to the deed from the widow to the Union Potomac Company, and to the mortgage executed to secure the consideration; and copies were annexed. The deed described the property sold as the tract conveyed to the widow by the last will and' testament of her late husband. The mortgage described the property as the tract of land conveyed on the same day to the mortgagor. The decree ordering the sale described the property as “ the lands in the bill and proceedings mentioned.” The purchaser was bound to take notice of the title.He was directed to its source by the pleadings in the case. • The doctrine of
caveat emptor
applies to all judicial sales of this; character; the purchaser takes only the title which the mortgagor possessed. And here, as a matter of fact, he knew that he was obtaining only a life-estate by his purchase. He so stated at the sale, and frequently afterwards. There is no evidence that either the complainant or Hector Sinclair ever made any representations to the defendant corporation to induce it to buy the property from the purchaser at the sale, or that they made any representations to any one respecting the title, inconsistent with the fact; but, on the contrary, it is abundantly established by the evidence in the record, that from the time they took from the widow the assignment of the bond and mortgage of the Union Potomac Company in 1854, they always claimed to own seven-eighths of the reversion. The assignment itself recited that the widow had owned, and had sold to that company, a life-interest in the property, and that they had acquired the interest of the heirs.'
It is difficult to see where the doctrine of equitable estoppel comes in here. Por the application of that doctrine there must generally be some intended deception in the conduct or declarations of the party to be estopped, or such gross negligence on his part as to amount to constructive fraud, by which another has been misled to his injury. “ In all this class of cases,” says Story, “ the doctrine proceeds upon the ground of constructive fraud' or. .of gross negligence, which in effect implies fraud.
And, therefore, when the circumstances of the case repel any such inference, although there may be some degree of negligence, yet courts" of equity will not grant relief.
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Mr. Justice Field
stated the case, and delivered the opinion of the court.
The disposition of the case, depends upon the construction
given to the devise of Robert Sinclair to his widow, and the operation of the foreclosure proceedings as an estoppel upon the complainant from asserting title to the property.
The complainant contends that the widow took a life-estate in the property, with only such power as a life-tenant can have, and that her conveyance, therefore, carried no greater interest to the Union Potomac Company. The defendant corporation, on the other hand, insists, that, with the life-estate, the widow took full power to dispose of the property absolutely, and that her conveyance accordingly passed the fee.
We are of. opinion that the position taken by the complainant is the correct one. The interest conveyed by the devise to the widow was only a life-estate. The language used admits of no other conclusion; and the accompanying words, “ to do with as she sees proper before-her death,” only conferred power to deal with the property in such manner as she might choose, consistently with that estate, and, perhaps, without liability for waste committed. These words, used in connection with a conveyance of a leasehold estate, would never be understood as conferring a power to sell the property so as to pass a greater estate. Whatever power of disposal the- words confer is limited by the estate with which they are connected.
In the case of
Bradley
v.
Westcott,
reported in the 13th of Vesey, the testator gave all his personal estate to his wife for her sole use for life, to be at her full, free, and absolute disposai and- disposition during life; and the court held, that, as the testator had given in express terms an interest for life, the ambiguous words afterwards thrown in could not extend that interest to the absolute property. “ I must construe,” said the Master of the Rolls, “ the subsequent words with reference to the express interest for life previously given, that she is to have as full, free, and absolute disposition as a tenant for life can have.”
In
Smith
v. Bell, reported in the 6th of Peters, the testator gave all his personal estate, after certain payments, to his wife, “to and for her own use,and disposal absolutely,” with a provision that the remainder after her decease should go to. his son. The court held that the latter clause qualified the former,
and showed that the wife only took a life-estate. In construing the language of the devise, Chief Justice Marshall, after observing that the operation of the words “ to and for her own use and benefit and disposal absolutely,” annexed to the bequest, standing alone, could not be questioned, said, “But suppose the testator had added the words ‘ during her natural life,’ these words would have restrained those which preceded them, and have limited the use and benefit, and the absolute disposal given by the prior words, to the use and benefit and to a disposal for the life of the wife. The words, then, are susceptible óf such limitation. It may be imposed on them by other words. E-ven the words ‘ disposal absolutely ’ may have their character qualified by restraining words connected with and explaining.them, to mean such absolute disposal as a tenant for life may make.”
The Chief Justice then proceeded to show that other equivalent words might be used, equally manifesting the intent of the testator to restrain the estate of the wife- to her life, and that the words, “ devising a remainder to the son,” were thus equivalent.
In
Boyd
v.
Strahan,
36 Ill. 355, there was a bequest to the wife of all the personal property of the testator not otherwise disposed of, “ to be at her own disposal, and for her own proper use and benefit during her natural life; ” and the court held that the words “ during her natural life ” so qualified the power of disposal, as to make it mean such disposal as a tenant for life could make.
' Numerous other cases to the same purport might be cited. They all show, that where a power of' disposal accompanies a bequest or devise of a life-estate, the power is limited to such disposition as a tenant for life can make, unless there are other words clearly indicating that a larger power was intended.
The position that the complainant is estopped, by the proceedings for the foreclosure of the mortgage, from asserting title to the property, has less plausibility than, the one already considered. There was nothing in the fact that the complainant and Hector Sinclair ownéd seven-eighths of the reversion, which prevented them from taking a mortgage upon the life-estate, or
purchasing one already executed. There was no misrepresentation of the character of the title, which they sought to subject to sale by the foreclosure suit. The bill of complaint in the suit referred to the deed from the widow to the Union Potomac Company, and to the mortgage executed to secure the consideration; and copies were annexed. The deed described the property sold as the tract conveyed to the widow by the last will and' testament of her late husband. The mortgage described the property as the tract of land conveyed on the same day to the mortgagor. The decree ordering the sale described the property as “ the lands in the bill and proceedings mentioned.” The purchaser was bound to take notice of the title.He was directed to its source by the pleadings in the case. • The doctrine of
caveat emptor
applies to all judicial sales of this; character; the purchaser takes only the title which the mortgagor possessed. And here, as a matter of fact, he knew that he was obtaining only a life-estate by his purchase. He so stated at the sale, and frequently afterwards. There is no evidence that either the complainant or Hector Sinclair ever made any representations to the defendant corporation to induce it to buy the property from the purchaser at the sale, or that they made any representations to any one respecting the title, inconsistent with the fact; but, on the contrary, it is abundantly established by the evidence in the record, that from the time they took from the widow the assignment of the bond and mortgage of the Union Potomac Company in 1854, they always claimed to own seven-eighths of the reversion. The assignment itself recited that the widow had owned, and had sold to that company, a life-interest in the property, and that they had acquired the interest of the heirs.'
It is difficult to see where the doctrine of equitable estoppel comes in here. Por the application of that doctrine there must generally be some intended deception in the conduct or declarations of the party to be estopped, or such gross negligence on his part as to amount to constructive fraud, by which another has been misled to his injury. “ In all this class of cases,” says Story, “ the doctrine proceeds upon the ground of constructive fraud' or. .of gross negligence, which in effect implies fraud.
And, therefore, when the circumstances of the case repel any such inference, although there may be some degree of negligence, yet courts" of equity will not grant relief. It has been accordingly laid down by a very learned judge that the cases on this subject go to this result only, that there must-be positive fraud or concealment, or negligence so gross, as to amount to constructive fraud.” 1 Story’s Eq. 391. To the same purport is the language of the adjudged cases. Thus it is said by the Supreme Court of Pennsylvania, that “ the primary ground of the doctrine is, that it would be a fraud in a party to assert what his previous conduct had denied, when on the faith of that denial others have acted. The elément of fraud is essential either in the intention of the party estopped, or in the effect'of the evidence which he attempts to set up.”
Hill
v.
Eppley,
31 Penn. St. 334;
Henshaw
v.
Bissell,
18 Wall. 271;
Biddle Boggs
v.
Merced Mining
Company, 14 Cal. 368 ;
Davis
v.
Davis,
26 id. 23 ;
Commonwealth
v.
Moltz,
10 Barr, 531;
Copeland
v.
Copeland,
28 Me. 539;
Delaplaine
v.
Hitchcock,
6 Hill, 616;
Havis
v.
Marchant,
1 Curt. C. C. 136;
Zuchtmann
v.
Robert,
109 Mass. 53. And it would seem that to the enforcement of an estoppel of this character with respect to the title of property, such as will prevent' a party from asserting his legal rights, and the effect of which will be to transfer the enjoyment of the property to another, the intention to deceive and mislead, or negligence so- gross as to be' culpable, should' be clearly established.
There are undoubtedly cases where a party may be concluded from asserting his original rights to property in consequence of his acts or conduct, in which the presence of fraud, actual or constructive, is wanting; as, where one of two innocent parties must suffer from the negligence of- another,- he through whose agency the negligence was occasioned will be held to bear the loss; and where one has received the fruits of a transaction, he is not permitted to deny its validity whilst retaining its benefits.' But such cases are generally referable to other principles than that of equitable estoppel, although the same result is produced; thus the first case here mentioned is the affixing of liability upon the party who from, negligence indirectly occasioned the injury, -and the second is the application of the doctrine of
ratification 'or election. Be this as it may, the general ground of the application of the principle of equitable estoppel is as we bave stated.
It is also essential for its application with respect to tbe title of real property that tbe party claiming to have been influenced by tbe conduct or declarations of another to his injury was himself not only destitute of knowledge of tbe true, state of tbe title, but also of any convenient and available means of acquiring such knowledge. Where tbe condition of tbe title is known to both parties, or both bave tbe same means of ascertaining tbe truth, there can be no estoppel. Cr
est
v.
Jack, 3
Watts, 240;
Knouff
v.
Thompson,
4 Harris, 361.
Tested by these views, tbe defence of estoppel set up in tbis case entirely fails.
Tbe decree of the Circuit Court must be reversed and tbe cause remanded for further proceedings in accordance with tbis opinion; and it is so
Ordered.
Mr. Justice Swayne and Mr. Justice Dayis dissented.