Williams v. Williams

116 A. 131, 13 Del. Ch. 143, 1922 Del. Ch. LEXIS 35

• Court: Court of Chancery of Delaware
• Decided: March 2, 1922
• Status: Published

Opinion

The Chancellor.

The defendant was undoubtedly acting in behalf of his uncle, the complainant, as his agent to effect the sale of the farm. In order to redeem the farm of forty-five acres, it was necessary to pay off Mr. Dukes in full. When this was done, the marsh as well as the farm was free of all claim on the part of Dukes. There is no dispute concerning the conveyance of the farm to Bennett. Proper accounting of the proceeds was made and the complainant received a surplus above the claim of Dukes of one hundred dollars. If under the letter which the complainant wrote to the defendant, by which he induced the complainant to undertake the business for him, Otis J. F. Williams was not to receive the marsh as compensation for his trouble, then of course it is plain that he had no right to have conveyance thereof made to himself. If the contrary be true, it is equally plain that he is entitled to hold the marsh as his own. The decision of the case must, therefore, turn on the meaning of the letter which directed Otis to redeem the land.

While it is true that the relationship of principal and agent raises a situation of trust and confidence by reason of which the acts of the agent in cases of dealings with respect to the principal’s property will be carefully scrutinized and more strictly judged than if no such relationship existed between the parties, yet this case does not seem to me to fall within that class. For in this case, it is not the behavior of the agent in the performance of his duty and the manner in which he carried out his commission that is involved, so much as the question of what were the terms of his employment. If under the terms of his employment he was to receive the marsh as his compensation, then the answer to the main question is plain. The converse is, as before stated, likewise true.

Therefore, the thing to be determined is this, viz.: what is the construction to be put on the letter which the complainant wrote the defendant in which he said “you can have the marsh and sell Mr. Lynch the farm for 9 hundred’’?

It is not to be assumed that the defendant was to raise the money to pay off his uncle’s debt, find the purchaser and go to all the trouble incident to attending to the sale, pledging his own credit and assuming all the burden, without some compensation. He was told that he could “have the marsh.” I cannot understand what this language could mean unless it be that the marsh was to be his for his compensation. He so understood it and accordingly took title to it. The deed to him was made January 9, 1911, and recorded February 13, 1911. There was, therefore, nothing clandestine about his actions. The defendant testified that the complainant knew of his taking the title and approved of it. The complainant denies this. However this may be, I am at a loss to understand how the complainant, revisiting with his people for about two months in 1916, having a brother who participated to some extent in the settlement with Dukes and who must have known of what had been done, could have remained ignorant of the fact that Otis had taken title to the marsh until his return home in the latter part of the year 1919. It would appear that information must have come to him from some source. He waited, however, until January; 1921, before making complaint against the transaction.

If the value of the marsh was so great as to amount to a shocking consideration for the services performed, there might be some room to contend that the letter referred to could never have been meant to tell Otis that the marsh would be given to him absolutely for his trouble. The testimony as to its value is conflicting. The defendant testified that at the time it was not worth over one hundred dollars and is now worth not over one hundred and fifty dollars. The complainant testified that it is now worth four or five hundred dollars. I incline to the view' that the value of one hundred dollars at the time of the transaction does not seem to be out of the way. The home farm was sold at twenty dollars an acre. It would, therefore, seem reasonable, by comparison, that the marsh of sixteen acres should not be worth over one hundred dollars, or a little over six dollars an acre.

• The defendant is the nephew of the complainant, and considerably his junior in age. At the time of his employment, the defendant occupied no position of trust or confidence towards the complainant. The statement to him, therefore, on the part of the complainant, that the defendant should go ahead and sell the farm and “you can have the marsh,” was a statement made by complainant which can in no sense have attributed to it any shade or color of meaning arising from a relationship of trust or confidence between the parties. In construing wills, the word “have” has been allowed the effect of passing the full quantity of title. Guthrie's Lessee v. Guthrie, 1 Call (Va.) 7. In such'cases the question, of course, is one of intent, to be gathered from the whole instrument. In this case the question is one of construing the terms of a contract of employment. The ordinary mind would, under the circumstances understand the letter of the complainant as the defendant understood it. He acted upon the understanding, and some eleven years later, notwithstanding the openness of his conduct, the complainant seeks to question it.

Let the bill be dismissed with costs on the complainant.

A decree will be prepared accordingly.