G-key, Y. C.
The proofs in this case show, without substantial dispute, that the complainant, Captain Edmund Stites, established many years ago an oyster-shipping business at Bivalve, in Cumberland county. He took two of his sons, Edmund Stites, Jr., and Howard Stites, into his business as equal partners with himself, without their paying him anything therefor. In July, 1904, the complainant was eighty-two years of age, in feeble health, nearly blind, could not read a page of writing, could scarcely sign his name, and as he appeared on the witness-stand, was incapable of comprehending the meaning of the usual and ordinary words of a conveyance, and still less their operative force and effect, unless aided by patient and careful explanation. His business capacity is perhaps appreciatively, if not respectfully, expressed by the defendant in his answer, when he described his father as so lacking in business experience and capacity that he never bestowed on the partnership business any more time and attention than would be required of an ordinary hand on the wharf. The defendant, Walden Stites, had for years intimately known his father’s incapacities, both mental and physical, and because of his father’s physical infirmities and lack of business knowledge,, had been employed and paid by his father to perform in his; stead his duty to the firm. He testified on the stand relative to the conduct of the business of a proposed new partnership that “Pop is too old.” It is also plainly td be seen that the defendant had secured the entire confidence of his father, who relied upon his good faith without hesitation or doubt.
. As the business was conducted prior to the making of the disputed bill of sale, on July 11th, 1904, the partners were the father, Captain Edmund Stites, and the two sons, Edmund Stites, Jr., and Howard Stites. The defendant, Walden Stites, [258]*258had no interest in the firm; he was merely an employe. His own testimony defines his anxiety to become the owner of a present interest in the firm when he narrates that on July 8th, 1904, he told his father that when he dropped off, “the rest of the heirs would come in and do me out. I would not have anything to show.” “Oh,” said the father, “that can’t happen; they couldn’t take it away from you after I am gone; I have willed it to you.” •
This was the situation of the parties to each other just before the bill of sale of July 11th, 1904, was procured by the defendant from his father. The incidents of that day are narrated by the defendant himself, in his testimony as follows: The defendant had the paper drawn by a justice of the peace, and had an appointment with Howard Stites that on the afternoon of July 11th, 1904, he should come to Howard’s house, which was next door to their father’s house. At this time the defendant testifies that he had not spoken to his father about the bill of 'sale. The defendant took it with him to Howard’s house, but did not show it to him, and waited there about half an hour, until Edmund Stites, Jr., arrived and went into the father’s house. The defendant then went over to the father’s house and said, “Let’s go and settle this up.” The three of them, the father, Edmund, Jr., and the defendant, then went over to Howard’s house together, into the dining-room. The defendant produced from his pocket a bill of sale, upon someone’s request, and started to read it. The father said, “Let Eddie read it.” Edmund Stites, Jr., then read it carefully as it was written. After that tire defendant asked the father if that was satisfactory; he said it was. It was then passed to Howard, who read it and said, “It suits me.” It was then executed, and Howard returned it to the defendant, who put it in his pocket. After he had put it in his pocket, he said, “Now, Eddie, understand that you pay Pop the one-third of the profits, the same as you always did; I can work, the same as I always did, for Pop is to get the profits, not me; is it all right?” Eddie says, “It is.”
This is the defendant’s own account of the obtaining of the bill of sale in dispute. An examination of -its contents will [259]*259show that it is an absolute transfer to the defendant, for the nominal sum of one dollar, of all the interest of Captain Edmund Stites in his oyster business and its equipment, which it is proven produced to him an annual value of from $800 to $1,000. Nothing in the instrument reserves to him the one-third profits of the business, the sanie as he had always had.
This bill of sale, it is undisputed, was drawn at the dictation of the defendant, by a person selected by him, apparently in the absence of the complainant, and without consultation with him. It was not shown to 'or read or explained to him, or seen by him, until the moment when he was induced by the defendant to execute it. He had not the protection of the advice of counsel upon it, nor even the aid of a disinterested, intelligent business man. The defendant was, of course, intensely interested that his father should presently give him his third of the oyster business. Edmund Stites, Jr., was also desirous of getting the old man out of the firm. Howard Stites, whose capacity the defendant, in his answer, rates as that of an ordinary laborer, is stated by the defendant in his answer to have joined with the other sons to taire from the old man his interest in the business.
In September, 1904, the father demanded from the defendant the return of the bill of sale. The defendant refused him. He then brought a lawyer, Mr. Burt, who told the defendant that he wanted to see the paper because his father wanted to be told exactly what kind of a paper he had executed. The defendant did not show it, but said it was all right, that it was just what it undertook to be, and he meant to keep it. Mr. Burt then asked for a copy, and the defendant said he would send him a copy the next day. This he did not do, but a few days later he called at Mr. Burt’s office with an incomplete paper, which was a suggestion of a copy, saying he was not going-to make a copy; it was too much work. Another demand to see ■the original, or for a copy, was made on the defendant, and a day or two after he sent what purported to be a copy.
The account given by the complainant and by Howard Stites and his wife, touching statements made to the father to induce [260]*260him to sign the paper, vary considerably from that given by the defendant and Edmund Stites, Jr.
Captain Stites, the complainant, as he appeared on the witness-stand, is obviously a very old man, nearly blind, illiterate and ignorant of business methods. He testifies that he was told that the paper did not take effect till after his death, and he would not have signed it otherwise. Howard Stites testifies that on the occasion when the paper was executed it was read to his father by Edmund Stites, Jr., at the-defendant’s request, and that his father, before he signed it, was told by the defendant that it did not take effect until after the father’s death. Mrs. Howard Stites testifies that in passing in and out of the room she heard the part of the conversation in which this assurance was given by the defendant.
The defendant’s counsel, in cross-examining Howard Stites, asked him if he did not have an appointment with his father to come to his house for the purpose of signing this paper. Howard Stites said he had not, that it was the defendant and not he who1 went in for his father and brought him into Howard’s house to execute the paper.
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G-key, Y. C.
The proofs in this case show, without substantial dispute, that the complainant, Captain Edmund Stites, established many years ago an oyster-shipping business at Bivalve, in Cumberland county. He took two of his sons, Edmund Stites, Jr., and Howard Stites, into his business as equal partners with himself, without their paying him anything therefor. In July, 1904, the complainant was eighty-two years of age, in feeble health, nearly blind, could not read a page of writing, could scarcely sign his name, and as he appeared on the witness-stand, was incapable of comprehending the meaning of the usual and ordinary words of a conveyance, and still less their operative force and effect, unless aided by patient and careful explanation. His business capacity is perhaps appreciatively, if not respectfully, expressed by the defendant in his answer, when he described his father as so lacking in business experience and capacity that he never bestowed on the partnership business any more time and attention than would be required of an ordinary hand on the wharf. The defendant, Walden Stites, had for years intimately known his father’s incapacities, both mental and physical, and because of his father’s physical infirmities and lack of business knowledge,, had been employed and paid by his father to perform in his; stead his duty to the firm. He testified on the stand relative to the conduct of the business of a proposed new partnership that “Pop is too old.” It is also plainly td be seen that the defendant had secured the entire confidence of his father, who relied upon his good faith without hesitation or doubt.
. As the business was conducted prior to the making of the disputed bill of sale, on July 11th, 1904, the partners were the father, Captain Edmund Stites, and the two sons, Edmund Stites, Jr., and Howard Stites. The defendant, Walden Stites, [258]*258had no interest in the firm; he was merely an employe. His own testimony defines his anxiety to become the owner of a present interest in the firm when he narrates that on July 8th, 1904, he told his father that when he dropped off, “the rest of the heirs would come in and do me out. I would not have anything to show.” “Oh,” said the father, “that can’t happen; they couldn’t take it away from you after I am gone; I have willed it to you.” •
This was the situation of the parties to each other just before the bill of sale of July 11th, 1904, was procured by the defendant from his father. The incidents of that day are narrated by the defendant himself, in his testimony as follows: The defendant had the paper drawn by a justice of the peace, and had an appointment with Howard Stites that on the afternoon of July 11th, 1904, he should come to Howard’s house, which was next door to their father’s house. At this time the defendant testifies that he had not spoken to his father about the bill of 'sale. The defendant took it with him to Howard’s house, but did not show it to him, and waited there about half an hour, until Edmund Stites, Jr., arrived and went into the father’s house. The defendant then went over to the father’s house and said, “Let’s go and settle this up.” The three of them, the father, Edmund, Jr., and the defendant, then went over to Howard’s house together, into the dining-room. The defendant produced from his pocket a bill of sale, upon someone’s request, and started to read it. The father said, “Let Eddie read it.” Edmund Stites, Jr., then read it carefully as it was written. After that tire defendant asked the father if that was satisfactory; he said it was. It was then passed to Howard, who read it and said, “It suits me.” It was then executed, and Howard returned it to the defendant, who put it in his pocket. After he had put it in his pocket, he said, “Now, Eddie, understand that you pay Pop the one-third of the profits, the same as you always did; I can work, the same as I always did, for Pop is to get the profits, not me; is it all right?” Eddie says, “It is.”
This is the defendant’s own account of the obtaining of the bill of sale in dispute. An examination of -its contents will [259]*259show that it is an absolute transfer to the defendant, for the nominal sum of one dollar, of all the interest of Captain Edmund Stites in his oyster business and its equipment, which it is proven produced to him an annual value of from $800 to $1,000. Nothing in the instrument reserves to him the one-third profits of the business, the sanie as he had always had.
This bill of sale, it is undisputed, was drawn at the dictation of the defendant, by a person selected by him, apparently in the absence of the complainant, and without consultation with him. It was not shown to 'or read or explained to him, or seen by him, until the moment when he was induced by the defendant to execute it. He had not the protection of the advice of counsel upon it, nor even the aid of a disinterested, intelligent business man. The defendant was, of course, intensely interested that his father should presently give him his third of the oyster business. Edmund Stites, Jr., was also desirous of getting the old man out of the firm. Howard Stites, whose capacity the defendant, in his answer, rates as that of an ordinary laborer, is stated by the defendant in his answer to have joined with the other sons to taire from the old man his interest in the business.
In September, 1904, the father demanded from the defendant the return of the bill of sale. The defendant refused him. He then brought a lawyer, Mr. Burt, who told the defendant that he wanted to see the paper because his father wanted to be told exactly what kind of a paper he had executed. The defendant did not show it, but said it was all right, that it was just what it undertook to be, and he meant to keep it. Mr. Burt then asked for a copy, and the defendant said he would send him a copy the next day. This he did not do, but a few days later he called at Mr. Burt’s office with an incomplete paper, which was a suggestion of a copy, saying he was not going-to make a copy; it was too much work. Another demand to see ■the original, or for a copy, was made on the defendant, and a day or two after he sent what purported to be a copy.
The account given by the complainant and by Howard Stites and his wife, touching statements made to the father to induce [260]*260him to sign the paper, vary considerably from that given by the defendant and Edmund Stites, Jr.
Captain Stites, the complainant, as he appeared on the witness-stand, is obviously a very old man, nearly blind, illiterate and ignorant of business methods. He testifies that he was told that the paper did not take effect till after his death, and he would not have signed it otherwise. Howard Stites testifies that on the occasion when the paper was executed it was read to his father by Edmund Stites, Jr., at the-defendant’s request, and that his father, before he signed it, was told by the defendant that it did not take effect until after the father’s death. Mrs. Howard Stites testifies that in passing in and out of the room she heard the part of the conversation in which this assurance was given by the defendant.
The defendant’s counsel, in cross-examining Howard Stites, asked him if he did not have an appointment with his father to come to his house for the purpose of signing this paper. Howard Stites said he had not, that it was the defendant and not he who1 went in for his father and brought him into Howard’s house to execute the paper.
‘ There was also an effort to put in evidence, as admissions binding upon the complainant, statements made by Howard Stites (touching the subject of the bill of sale) out of the complainant’s presence, upon the ground that tire complainant and Howard were partners, and that this gave Howard a right to speak to bind his father. This proposition was overruled. The authority of a partner, in speaking to bind his partner, is limited to words spoken in the conduct of the partnership business. The making and obtaining this bill of sale from Captain Stites was not the conduct of partnership business. It dealt, it is true, with Captain Stites’ share of that business, but the firm as such was in no sense a party in the transaction.
Upon the evidence in the whole case, I am satisfied that the complainant was led to give the bill of sale to his son, the defendant, under the belief that it would not operate to take away his share of the business until after his death. The principles stated in the per curiam opinion of the court of errors and appeals in the case of Thorp v. Smith, 65 N. J. Eq. (20 Dick.) [261]*261400, are applicable here. The complainant in the case now before me was advanced, in years, in a feeble condition of health, nearly blind, unable to read the disputed instrument, which was prepared beforehand under the direction of the defendant, the son who expected to benefit by its execution. The complainant was obviously so unacquainted with business methods that he was unable to understand the meaning and effect of the bill of sale without careful and extended explanation. The instrument was kept by defendant in his own possession, without reading or explanation to the complainant, until the defendant was ready to have it executed. The complainant had never theretofore seen the paper; he had no opportunity to consult counsel or have the advice of any disinterested, intelligent business man. It disposes of property which produced to the complainant from $800 to $1,000 annually.
The defendant and Edmund Stites, Jr., insist that the complainant comprehended the fact that by the bill of sale he was presently giving away his one-third interest in the oyster business, upon an understanding that the defendant should-allow his father to have the profits of his share (less $400 annually) as long as he lived, and that the complainant did this in order to put the defendant into the firm so that he and Edmund Stites, Jr., might control it, and thus induce Edmund Stites, Jr., not to leave the firm and set up- business for himself in opposition to his father.
There is some testimony which indicates that one of the motives which led the old man to the making of the bill of sale was the assurance that it would pacify the disputes which had arisen between his two sons, Edmund Stites, Jr., and Howard. But proof of the existence of the old mam’s desire for peace in the family does not show that he intended by the bill of sale presently to give away his share of the business to • obtain that peace, nor does it show that when he made that instrument he understood that he was making an absolute, presently operating gift of his share in the business to the defendant.
The complainant and Howard Stites both declaré that the old man was assured by Edmund and Walden that the instrument did not take effect until after his death. Mrs. Howard [262]*262Stites heard some such assurance given to the old man. Their statements appear to me to be much more credible and consistent with the whole transaction.
The instrument itself purports to be an absolute bill of sale presently passing title to the complainant’s share of the oyster business and its equipment to' the defendant. It mentions no other consideration than the nominal sum of one dollar. The consideration declared by the defendant to have been a part the bargain, i. e., a reservation to the complainant of the profits on the share conveyed to the defendant, less $400 annually, was not a valuable one. The complainant already owned all those profits.
The defendant’s further contention is that the transaction was an effort by the old man to bring his sons, Edmund and Howard, into peaceful relations, a sort of harmonious family adjustment; Edmund was to abandon his purpose to start business in Opposition to his father; Waldie was to give up his plan to join him; Howand was to be outvoted in the firm, and the complainant was constrained to pay for this peace by presently giving his share of the business to Waldie for nothing. Not a word of 'this was expressed in the written bargain. The opinion of the courts of New Jersey upon transfers of property-obtained by children from a parent who is aged, infirm and dependent upon them, by threats to subject him to loss and embarrassment if he does not give his property to suit them, may be seen in the Sickles Will Case, 63 N. J. Eq. (18 Dick.) 233; 64 N. J. Eq. (19 Dick.) 791, where threats to abandon an old bed-ridden father were held to invalidate a will obtained by such methods, to be made in favor of the son and his wife, who lived with the father and made the threats.
Taking the narrative of the transaction as given by Walden and Edmund Stites, Jr., to be true, it yet remains that they obtained from the complainant this conveyance of all his share in the business without paying p-r agreeing to- pay him any valuable consideration therefor, and upon an assurance that after the conveyance he should continue to have the income from his share during his life. It is perfectly apparent that the complainant in this transaction depended upon the defendant, who [263]*263was not only his son, but also his trusted employe. Iíis age, his infirmities, his ignorance of such business and his reliance on the defendant made him peculiarly liable to be misled. The bill o'f sale, as prepared under the defendant’s direction, is amply efficient to pass to the defendant the complainant’s title, but makes no mention of any reservation to him of the one-third of the profits of the business during his life. All the-benefits of the expressed bargain are with the defendant; none of the admitted reservations saving anything for the complainant appear in the written contract. This phase of the case is within the principles discussed and applied by Vice-Chancellor Van Fleet in Mulock v. Mulock, 31 N. J. Eq. (4 Stew.) 601. In that case three separate deeds of gift were obtained by a son to be made by his old mother to him, two of them under a belief on her part that they were releases.- The defendant son testified that the mother said “she would give him the properties, but would keep the rents,” and that he said, “Very well.” The two deeds were, in fact, absolute conveyances of large values, reserving nothing:
The vice-chancellor held that it was the duty of the son in such a case to see that the instruments to be executed by his mother were sufficient, legally, to carry her whole scheme into effect, and also to see that she fully understood their nature, effect and consequences, and that a failure in any one of these important duties was a fraud, which must set the whole contract aside.
On appeal, 32 N. J. Eq. (6 Stew.) 360, the court of errors and appeals declared that the validity of the two deeds could not be maintained, but reversed the decree so far as it set aside the third deed, because, in the view of the court of errors and appeals, the evidence showed that deed to have been intelligently and freely made by the complainant. The principles of law .declared by the vice-chancellor were not in any way disapproved. The same views have been declared in various other cases of like character, to the effect that where one who occupies the position of a caretaker obtains the person who depends upon him to convey his property to the caretaker in consideration of his agreement to render future services of support, it is [264]*264the duty of tlie caretaker to see that the consideration which is to proceed to the dependent party is expressed with the same certainty and facility of proof as that which passes to the caretaker. Mott v. Mott, 49 N. J. Eq. (4 Dick.) 209; Hammell v. Hyatt, 59 N. J. Eq. (14 Dick.) 187; Collins v. Toppin, 65 N. J. Eq. (20 Dick.) 439.
The complainant in this ca'use, because of his physical infirmities, his ignorance of business methods, and the contrivance of the defendant, which required him instantly and finally to act in making the bill of sale, was in a condition of entire dependence upon his sons, particularly the defendant, whom he utterly trusted. The defendant’s interests were, as is stated above, perfectly cared for by the bill of sale, but tire complainant’s were not only not protected, but the instrument was so drawn that they were apparently excluded.
The bill of sale should be declared a nullity, in .accordance with the views above expressed'.