The Opinion of the Court was delivered by
Caton, J.
On the l'8th of April, 1834, Stephen B. Munn made a written proposal, by the terms of which he-offered to sell to Samuel W. Lynn the, premises in question, upon certain specified terms, and allowed three months within which to accept the proposition. On the -26th of June, 1-834, S. W. Lynn wrote to Mr. Munn, stating that his father, who was David Lynn, now deceased, accepted the proposition, with perhaps some slight modifications, and signed the letter “Samuel W. Lynn, for his father, David Lynn.” On the back of a copy of -this letter, on the 19th of July, 1834, Munn wrote and executed a covenant to convey the premises to S. W. Lynn, upon the payments being made according to the terms as specified in the letter of acceptance, "which agreement was delivered to Samuel, who made the first payment with the money, as is alleged, of David Lynn, and a receipt was taken specifying that the money was received of David by the hands of Samuel. Similar receipts were taken for all the balance of the purchase money, which was paid prior to the death of David. The balance, $286-10, was paid by Samuel W. to the agents of Munn. Some time after the execution of the agreement of the 19th of July, at the suggestion of Samuel W. Lynn, Munn executed in New York, and forwarded to his agents in Quincy,-a more formal indenture for the conveyance of the land to David Lynn, which was probably never seen or executed by. David, but still remains in the agents’ hands.
The bill charges, that it was -the design and intention of all parties, that the sale of the land should be and was to David, and not to Samuel W.,and that the name of the latter was inserted in the original proposition, and in the agreement of the 19th of July, by mistake, and that all the payments which were made up -to the time of David’s death, were ¡made with his money.
Samuel W. in his-answer denies the alleged mistake, and insists that the sale was intended to be made to him, and that although the money with which the payments were made came from his father, yet it was advanced to him as a loan, and that the receipts were taken in his father’s name as an evidence of the amount of money paid, and for which David was entitled to a lien upon the laud. The answer admits that Samuel W., after-the agreement of the 19th of July, requested Munn’s agents to get a bond for a deed running to David, as he says, in order that David might hold the land? who was to obligate himself to convey the land to Samuel W. or devise -it to him, upon settlement, and that this agreement would have been reduced to writing, but that Munn never executed the bond. It may be here remarked that if Munn never executed such a bend, he did execute and forward to his agents an agreement or indenture, the effect of which was the same, which, in all human probability, was executed in pursuance- of the suggestion made by Samuel W. to Munn’s agents, that his father should have abend for a deed. Samuel went into possession, made improvements, and cultivated a farm upon the premises, and David resided there with him till the time of his death. David was old and infirm, and able to do but little manual labor at least.
Munn swears that he sold the land to David, and to no other person, and pertinaciously insists that he never made any contract for the sale of the land, except the one which which he sent on to his agents, and which appears never toll ave been executed or accepted by David. A good deal of evidence is adduced, showing the circumstances of Samuel, and his conduct and professions, as well as those of David, in relation to the purchase and ownership of the land.
It is not a question of so much real as apparent difficulty, • to determine for whose benefit this contract and purchase were really made, and to whom, in equity, this land really belongs. Upon a careful examination of the whole record we are satisfied with the decree of the Circuit Court. Were David alive, and this claim set up by him, instead of his heirs, there can be little doubt that his right should be sustained, and yet his legal representatives occupy precisely the same position.
Strictly speaking, it cannot be said that here is a resulting trust, for that is raised by implication or operation of law, from a particular state of facts evidencing the equitable rights of the parties, and does not depend upon a contract for its existence: as where land is purchased by the money of one and the title is conveyed to another, or perhaps where one trustee receives a title from another. In such a state of facts a trust is created by law, and not by .the agreement of the parties. Bottsford v. Burr, 2 Johns. Ch. R. 405. In case of a resulting trust, there should be a transfer of the legal title to one, while another is possessed of the equity. Here there has been no transfer of the legal title, but that still remains in Munn, whose liability to transfer it grows out of this contract of sale, and does not depend upon the simple fact of his having received the purchase money. The true character of this bill is for the specific performance of that contract, and not to compel the performance of a resulting trust. In cases of resulting trust it is frequently competent to inquire into the agreements of the parties, but then it is for the purpose of ascertaining with whose money the purchase was made. Samuel W. Lynn does not hold the legal title, and cannot be considered a trustee. Munn still holds the legal title, which he has agreed to transfer, and the question is, to whom he shall specifically perform the agreement. Thus the whole case is reduced to this one question; was it the intention of parties, that the sale and purchase should be for the benefit of David or Samuel? It will not do to rely upon the last formal indenture, running to David Lynn, which was executed on the part of Munn, but never executed by David on his part, as the contract of sale, for that was never executed or took effect. We must, therefore, look to the antecedent negotiations and transactions, together with the circumstances of the case as explanatory thereof, in order to determine to whom the sale was actually intended to be made.
So far as the written evidence shows, the first is a proposition for the sale of the land, in terms running to Samuel. This is answered by Samuel accepting the proposition for and in the name of his father. Upon the back of a copy of this letter of acceptance, Munn executed an undertaking: “in consideration of the within, and in fulfillment of the agreement as aforesaid,” he bound himself to convey to Samuel, “when he shall have fulfilled, on his part, the conditions of the said agreement, a copy whereof is hereunto annexed.” These three papers constitute the only evidence of the contract of sale upon which we can rely, except so far as it is competent for a Court of Equity to look to the other evidence to correct any mistake which was committed in drawing up the written evidence of the contract. For that purpose parol evidence is competent, but not to explain the meaning of the parties as expressed in the writings.
If we are to look alone at these papers, no doubt can exist that it was the intention of Samuel W. Lynn, only to occupy the position of an agent, and not of a purchaser. He intended to bind'his father and not himself for the payment of the purchase money. ' He proposed to purchase for his father, and not for himself.
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The Opinion of the Court was delivered by
Caton, J.
On the l'8th of April, 1834, Stephen B. Munn made a written proposal, by the terms of which he-offered to sell to Samuel W. Lynn the, premises in question, upon certain specified terms, and allowed three months within which to accept the proposition. On the -26th of June, 1-834, S. W. Lynn wrote to Mr. Munn, stating that his father, who was David Lynn, now deceased, accepted the proposition, with perhaps some slight modifications, and signed the letter “Samuel W. Lynn, for his father, David Lynn.” On the back of a copy of -this letter, on the 19th of July, 1834, Munn wrote and executed a covenant to convey the premises to S. W. Lynn, upon the payments being made according to the terms as specified in the letter of acceptance, "which agreement was delivered to Samuel, who made the first payment with the money, as is alleged, of David Lynn, and a receipt was taken specifying that the money was received of David by the hands of Samuel. Similar receipts were taken for all the balance of the purchase money, which was paid prior to the death of David. The balance, $286-10, was paid by Samuel W. to the agents of Munn. Some time after the execution of the agreement of the 19th of July, at the suggestion of Samuel W. Lynn, Munn executed in New York, and forwarded to his agents in Quincy,-a more formal indenture for the conveyance of the land to David Lynn, which was probably never seen or executed by. David, but still remains in the agents’ hands.
The bill charges, that it was -the design and intention of all parties, that the sale of the land should be and was to David, and not to Samuel W.,and that the name of the latter was inserted in the original proposition, and in the agreement of the 19th of July, by mistake, and that all the payments which were made up -to the time of David’s death, were ¡made with his money.
Samuel W. in his-answer denies the alleged mistake, and insists that the sale was intended to be made to him, and that although the money with which the payments were made came from his father, yet it was advanced to him as a loan, and that the receipts were taken in his father’s name as an evidence of the amount of money paid, and for which David was entitled to a lien upon the laud. The answer admits that Samuel W., after-the agreement of the 19th of July, requested Munn’s agents to get a bond for a deed running to David, as he says, in order that David might hold the land? who was to obligate himself to convey the land to Samuel W. or devise -it to him, upon settlement, and that this agreement would have been reduced to writing, but that Munn never executed the bond. It may be here remarked that if Munn never executed such a bend, he did execute and forward to his agents an agreement or indenture, the effect of which was the same, which, in all human probability, was executed in pursuance- of the suggestion made by Samuel W. to Munn’s agents, that his father should have abend for a deed. Samuel went into possession, made improvements, and cultivated a farm upon the premises, and David resided there with him till the time of his death. David was old and infirm, and able to do but little manual labor at least.
Munn swears that he sold the land to David, and to no other person, and pertinaciously insists that he never made any contract for the sale of the land, except the one which which he sent on to his agents, and which appears never toll ave been executed or accepted by David. A good deal of evidence is adduced, showing the circumstances of Samuel, and his conduct and professions, as well as those of David, in relation to the purchase and ownership of the land.
It is not a question of so much real as apparent difficulty, • to determine for whose benefit this contract and purchase were really made, and to whom, in equity, this land really belongs. Upon a careful examination of the whole record we are satisfied with the decree of the Circuit Court. Were David alive, and this claim set up by him, instead of his heirs, there can be little doubt that his right should be sustained, and yet his legal representatives occupy precisely the same position.
Strictly speaking, it cannot be said that here is a resulting trust, for that is raised by implication or operation of law, from a particular state of facts evidencing the equitable rights of the parties, and does not depend upon a contract for its existence: as where land is purchased by the money of one and the title is conveyed to another, or perhaps where one trustee receives a title from another. In such a state of facts a trust is created by law, and not by .the agreement of the parties. Bottsford v. Burr, 2 Johns. Ch. R. 405. In case of a resulting trust, there should be a transfer of the legal title to one, while another is possessed of the equity. Here there has been no transfer of the legal title, but that still remains in Munn, whose liability to transfer it grows out of this contract of sale, and does not depend upon the simple fact of his having received the purchase money. The true character of this bill is for the specific performance of that contract, and not to compel the performance of a resulting trust. In cases of resulting trust it is frequently competent to inquire into the agreements of the parties, but then it is for the purpose of ascertaining with whose money the purchase was made. Samuel W. Lynn does not hold the legal title, and cannot be considered a trustee. Munn still holds the legal title, which he has agreed to transfer, and the question is, to whom he shall specifically perform the agreement. Thus the whole case is reduced to this one question; was it the intention of parties, that the sale and purchase should be for the benefit of David or Samuel? It will not do to rely upon the last formal indenture, running to David Lynn, which was executed on the part of Munn, but never executed by David on his part, as the contract of sale, for that was never executed or took effect. We must, therefore, look to the antecedent negotiations and transactions, together with the circumstances of the case as explanatory thereof, in order to determine to whom the sale was actually intended to be made.
So far as the written evidence shows, the first is a proposition for the sale of the land, in terms running to Samuel. This is answered by Samuel accepting the proposition for and in the name of his father. Upon the back of a copy of this letter of acceptance, Munn executed an undertaking: “in consideration of the within, and in fulfillment of the agreement as aforesaid,” he bound himself to convey to Samuel, “when he shall have fulfilled, on his part, the conditions of the said agreement, a copy whereof is hereunto annexed.” These three papers constitute the only evidence of the contract of sale upon which we can rely, except so far as it is competent for a Court of Equity to look to the other evidence to correct any mistake which was committed in drawing up the written evidence of the contract. For that purpose parol evidence is competent, but not to explain the meaning of the parties as expressed in the writings.
If we are to look alone at these papers, no doubt can exist that it was the intention of Samuel W. Lynn, only to occupy the position of an agent, and not of a purchaser. He intended to bind'his father and not himself for the payment of the purchase money. ' He proposed to purchase for his father, and not for himself. Such is undoubtedly the legal construction of that letter of acceptance, and as we have before seen, it is not competent to explain its .meaning, either by parol evidence or the defendant’s answer, or in any way to alter it, except by showing a mistake, which is not pretended. Munn could have maintained no suit against Samuel for the purchase money, for he- never undertook to-pay it. Samuel’s attempt, in his answer, to- explain away the effect of this letter must' be unavailing, for he does not pretend there was any mistake in its terms, and- hence the letter alone must evidence "that intent. But if-i-t-were proper to look at the other evidence in the case,-we think it abundantly proved, even in-opposition to any thing contained-in his answer, that it was his-intention that the sale should be made to his father, and that it was his understandingthat it was so made. After he saw 'that M:unn had- agreed to convey to himself, he requested that a bond for a deed1 to his fáther-should be given.
The purchase money was all advanced by his father, in whose name the receipts wer-e taken. His father lived with Samuel upon the land, and claimed to own it during his life time, although he sometimes manifested an intention to donate or devise it to Samuel, and once or twice even expressed himself as if it actually belonged to his son. Indee d the personal property upon the farm, when it was taken to satisfy Samuel’s debts, was claimed by David, and Samuel offered to swear that it belonged to him.
These circumstances, which tend so strongly to prove that the purchase was made by -and'fcxr David, and so understood and intended by Samuel, the latter attempts to explain awayin his answer by insisting-'that'the purchase money thus advanced by his father was really intended as a loan to him, and that the- conveyance-was to go to his father- as-a security, David agreeing to convey to Samuel upon a settlement of the advances so made, or to devise the land to him. But it must be remembered- that this allegation of a- loan is a new averment set up in the answer, and which is not proved by it, but must be sustained by affirmative evidence. Such evidence is wanting in this record; We are of opinion that this record shows, that it was the -intention and understanding of both David'and Samuel W.'Lynn, that the purchase was made by and for David, who alone was bound to pay the purchase money. Such is both the-legal and equitable construction of this contract óf purchase. Such being the ease, under the circumstances -as presented, even if Munn intended to sell, and supposed he was selling to Samuel instead of David, most probably the latter, or his heirs, would be entitled to a specific execution of the contract in their favor. But we think it equally clear that Munn intended to sell and supposed he was selling to David, and that Samuel’s name was inserted in the instrument indorsed on the copy of the letter of acceptance, instead of David’s, by mistake. By that letter Munn’s proposition to sell the land was accepted by Samuel as the agent of David, and for him and in his name. The covenant to sell and convey was indorsed on the back of a copy of this, and referred to it as the consideration of the undertaking and professes to be in fulfillment of it, and says the land shall be conveyed “when he shall have fulfilled, on his part, the conditions of said agreement, a copy whereof is hereunto annexed.” No man can read this covenant without being convinced that it was the intention of Munn to make his covenant, which[was his part of the contract of sale, conform to the other part, which was contained in the letter referred to, which bound David Lynn to purchase and pay for the land. It took both of these papers to constitute the contract of sale and purchase of this land, and Munn could have had no other design than to make his part of the agreement conform to the other, if he intended to avail himself of the obligations contained in it. We, therefore, think that the papers themselves furnish sufficient evidence of the alleged mistake. But more than this : Munn swears that he never intended to sell and never did sell the premises to Samuel W. Lynn, but that he sold them to David alone. It is true he does not state directly, that the name of Samuel was inserted by mistake in that contract, for it seems impossible to make him recognize that agreement at all, and he insists that the subsequent indenture, which does not appear to have been executed by David, contains the only evidence of the sale. In this, however, he is evidently mistaken, for the other papers stand here undisputed, and, as we have,already seen, -show-a complete contract. At any rate his testimony seems to show that at no time did he ever intend to sell to Samuel, and conse-: quently, if, by the terms of the agreement, he proposed to sell to him, it was by mistake.-
The decree very properly provides for reimbursing Samuel for whatever permanent improvements he may have made upon the land, as well as for the purchase money which he has paid since his father’s death, and with this he must be content. It may be true that it was the intention of his father to donate or devise the land to him, perhaps as a consideration, in part, for the care which he took of him in his old age, but until such intention was carried out by a conveyance or bequest, it could create no legal or equitable right which the Court can recognize. If he is entitled to any compensation for taking care of or providing for his father, we cannot award it to him in this proceeding, but he must seek his remedy elsewhere.
The decree of the Circuit Court is affirmed and & procedendo awarded to the Circuit Court.
Decree affirmed.