Bockes, J.:
When this case was in the Court of Appeals,
The case will now be considered on the question of estoppel, based on what occurred on a subsequent occasion, when one, Willard, made a purchase and took a conveyance of the premises. It appears that Cook assigned his sheriff’s certificate of sale to Isaac 0. Sherwin; and the sheriff’s deed was executed to him. Sherwin took possession thereunder, claiming as absolute owner. Subsequently, and in 1852, a sale was in contemplation by Sherwin to Willard. The latter refused to purchase until he could learn from John Mattoon what interest he had, if any, in the premises. Whereupon Willard and his wife with Sherwin had an interview with Mattoon, who, in answer to questions put to him concerning the property, stated, that if they, Willard and his wife, bought the place of Sherwin, the title would be good. He spoke about the agreement between himself and his son Janies, and said he had no rights or interest except his rents; that it would be all right if the conditions of the agreement were complied with; that he had no interest after he died, if everything was kept up according to the writing. It also appears that the original agreement was then produced and was read over. Within a few days after this interview, Willard completed the purchase and took a conveyance from Sherwin. The referee found that Willard relied upon such declarations of John Mattoon, and was induced thereby to purchase the premises, and paid Sherwin the full value thereof; and as mat[562]*562ter of law he held that such statements and assurances so made to Willard, created an estoppel in favor of the defendant, who succeeded to Willard’s title, against the title set up by the heirs at law of John Mattoon. Laying out of view the fact that the agreement between John Mattoon and his son James, was produced and read over at the time, and there can he no question, I think, but that the conclusion of the referee was eminently right. Willard was negotiating with Sherwin for the purchase of the premises; understanding that Mattoon might have some claim thereto, he refused to close the purchase until he could learn how the fact was, from Mattoon himself. Thereupon he sought out the latter, and interrogated him on the subject. The latter, well knowing of his intended purchase, and of course understanding his object in making inquiry, assured him that if he should make the purchase from Sherwin, he would obtain good title ; that he, Mattoon, had no rights or interest in the property except his rents; in substance, that all his rights therein would terminate on his decease. Thereupon, and relying upon those assurances, he closed the purchase and paid the grantor the full value of the premises. In this view, the case presents every element necessary to an estoppel in pais; and this well settled rule of law, based on considerations of high morality and manifest justice, may he invoked to protect the title of the purchaser against all claims on the part of the person giving the assurances, except such as he then set up and asserted.* The cases cited are but a few of the many in the books, which, in my judgment, fully sustain the findings and conclusions of the referee on the question of estoppel. But it is insisted the doctrine of estoppel in pais fails in this case, for the reason that the paper which established the rights of John Mattoon, as between him and James, was present at the interview above alluded to, and was read over in Willard’s presence; hence, that the latter must have known the precise extent of John Mattoon’s rights, and could not, therefore, have relied on the oral statements, except as they were qualified or explained by the instrument itself. The evidence shows that Mattoon, in the conversation, mentioned [563]*563over the provisions as to the cow, horse, house, etc., and alluded to the payments to be made in butter and sugar, in the nature of rent; and in this connection, referred to the paper which was then read over. Now, if it must be assumed that Willard understood perfectly all the terms and conditions of the instrument-— comprehended its entire legal effect — then, of course, the doctrine of estoppel mpais could have no application; for a party cannot be misled to his prejudice when he knows the truth as fully as the party sought to be estopped. *
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Bockes, J.:
When this case was in the Court of Appeals,
The case will now be considered on the question of estoppel, based on what occurred on a subsequent occasion, when one, Willard, made a purchase and took a conveyance of the premises. It appears that Cook assigned his sheriff’s certificate of sale to Isaac 0. Sherwin; and the sheriff’s deed was executed to him. Sherwin took possession thereunder, claiming as absolute owner. Subsequently, and in 1852, a sale was in contemplation by Sherwin to Willard. The latter refused to purchase until he could learn from John Mattoon what interest he had, if any, in the premises. Whereupon Willard and his wife with Sherwin had an interview with Mattoon, who, in answer to questions put to him concerning the property, stated, that if they, Willard and his wife, bought the place of Sherwin, the title would be good. He spoke about the agreement between himself and his son Janies, and said he had no rights or interest except his rents; that it would be all right if the conditions of the agreement were complied with; that he had no interest after he died, if everything was kept up according to the writing. It also appears that the original agreement was then produced and was read over. Within a few days after this interview, Willard completed the purchase and took a conveyance from Sherwin. The referee found that Willard relied upon such declarations of John Mattoon, and was induced thereby to purchase the premises, and paid Sherwin the full value thereof; and as mat[562]*562ter of law he held that such statements and assurances so made to Willard, created an estoppel in favor of the defendant, who succeeded to Willard’s title, against the title set up by the heirs at law of John Mattoon. Laying out of view the fact that the agreement between John Mattoon and his son James, was produced and read over at the time, and there can he no question, I think, but that the conclusion of the referee was eminently right. Willard was negotiating with Sherwin for the purchase of the premises; understanding that Mattoon might have some claim thereto, he refused to close the purchase until he could learn how the fact was, from Mattoon himself. Thereupon he sought out the latter, and interrogated him on the subject. The latter, well knowing of his intended purchase, and of course understanding his object in making inquiry, assured him that if he should make the purchase from Sherwin, he would obtain good title ; that he, Mattoon, had no rights or interest in the property except his rents; in substance, that all his rights therein would terminate on his decease. Thereupon, and relying upon those assurances, he closed the purchase and paid the grantor the full value of the premises. In this view, the case presents every element necessary to an estoppel in pais; and this well settled rule of law, based on considerations of high morality and manifest justice, may he invoked to protect the title of the purchaser against all claims on the part of the person giving the assurances, except such as he then set up and asserted.* The cases cited are but a few of the many in the books, which, in my judgment, fully sustain the findings and conclusions of the referee on the question of estoppel. But it is insisted the doctrine of estoppel in pais fails in this case, for the reason that the paper which established the rights of John Mattoon, as between him and James, was present at the interview above alluded to, and was read over in Willard’s presence; hence, that the latter must have known the precise extent of John Mattoon’s rights, and could not, therefore, have relied on the oral statements, except as they were qualified or explained by the instrument itself. The evidence shows that Mattoon, in the conversation, mentioned [563]*563over the provisions as to the cow, horse, house, etc., and alluded to the payments to be made in butter and sugar, in the nature of rent; and in this connection, referred to the paper which was then read over. Now, if it must be assumed that Willard understood perfectly all the terms and conditions of the instrument-— comprehended its entire legal effect — then, of course, the doctrine of estoppel mpais could have no application; for a party cannot be misled to his prejudice when he knows the truth as fully as the party sought to be estopped. * In such case he would have purchased with full knowledge and understanding of all the facts; hence, could not have been misled. But, is it clearly proved that Willard understood — fully comprehended — the terms and legal effect of the instrument ? True, it was read over in his presen ce, but, as would seem from the evidence, rather with a view to the provisions particularly alluded to by Mattoon — all which would terminate with his life — than to determine the estate thereby conveyed ; which estate he asserted to be absolute in James on his decease; that James had the fee, subject only to certain rights held by John, the father, during life, was distinctly asserted by the latter, and seems to have been accepted as a fact by all; and the instrument was probably referred to, in order to obtain a full understanding as to those rights belonging to John. The paper was not one to be readily comprehended. It was not in the usual simple form of a conveyance; but was intricate in language, as well as complicated with various provisions. To understand it, careful study was needful. It was evidently drawn by a person unaccustomed to the preparation of legal instruments. Its provisions and the qualifications of the grant, are thrown in without order or definiteness. It lacks perspicuity to a degree that requires analysis and arrangement in order to comprehend it; and even then, what the parties in fact intended, will remain somewhat in obscurity. Therefore, it might well be, that one educated in construing such instruments, might have heard it read, without comprehending its legal significance. Should, then, every one, whose attention had been briefly called to its provisions, be held to a full understanding of it according to its exact legal import — and that too, when declared to have a different meaning and effect in some particular, by one inter-
[564]*564ested to give it a correct construction ? More especially, should the party be held to such knowledge, in view of the additional fact, that its examination was probably induced in order to obtain an understanding of certain provisions, other than the clause as to which the mistaken construction was asserted ? On the other hand, it seems to me, that under the circumstances attending this case, it would be far more reasonable to hold that there was a want of knowledge on the part of the purchaser, of the import and legal effect of the paper; and to require that John Mattoon be held to his deliberate and unqualified assertion, that the former would obtain good title in case he should consummate the purchase. It seems impossible that Willard understood that he would obtain by his purchase from Sherwin, only such interest as the instrument, according to its exact legal construction granted to James, to wit: but a qualified right of occupancy for a very few years at most. The payment by him of the full value of the property, shows quite conclusively, I think, that he did not understand the paper, but relied on the assertions of John Mattoon as to the estate he proposed to obtain. And he had a right to rely on those assurances. As was said in Favill v. Roberts,* he had a right to presume that the party knew the situation of his own title. It is quite apparent, I think, that Willard remained ignorant of the legal effect of the instrument — that he did not know or understand that the grant of the premises in controversy to James, gave him but a qualified interest therein during the life of John, and for one year thereafter. Admit that John did not intend to deceive Willard, and it is quite manifest that all the parties were under misapprehension as to the legal import of the instrument. Sherwin, who was present at the interview between John and Willard, swears that he had never heard of any claim by John or his heirs. John asserted that he had none, except such as would terminate on his decease; and further assured Willard that if he should make the purchase he would obtain good title; and Willard then made the purchase and paid the full value of the property. But if all were under mistake, that fact would not relieve the case from the effect of the estoppel here urged.† Mow if Willard in point [565]*565of fact remained ignorant of the legal effect of the instrument, then, the case is the same on this question of estoppel as if the paper had not been read over in his presence. The referee has so found, in effect; for he has found as a fact, that Willard relied upon the declarations of John, and was induced thereby to purchase, aud did purchase the premises and paid the full value thereof. I think this finding right. I am of the opinion that it is well supported by the evidence. If so, then the estoppel was established; and it may be insisted on against the heirs at law of John.* It follows, if the above conclusions be sound, that the judgment directed by the referee was right and should be affirmed.
45 N. Y., 696.