Camden v. Mayhew

This is an appeal from a final order in the suit, in the court below, of Mayhew, etc., v. West Virginia Oil & Oil Land Company, etc., requiring the appellant, Camden, to pay the difference between the amount bid by him for certain real estate offered for sale at public auction, under the decree in that suit, and the amount the same property brought on a resale had because of his refusal to comply with the terms of his bid. In the order of resale the court reserved for future determination the question as to his liability for any deficiency in the amount the property might bring. The history of the proceedings out of which the present appeal arises, so far as it is necessary to be stated, is as follows: By a decree rendered, November 17, 1883, in the above suit, it was adjudged that the West Virginia Oil & Oil Land Company was indebted in specified amounts to various creditors, who were entitled to be paid out of the property in question, according to certain priorities, and that upon its failure to pay them within a prescribed time the property should be sold at public auction, 'upon the terms cash in hand on the day of sale.' The decree shows that William D. Thompson, Richard A. Storrs, and Heman Loomis held debts that were to be first paid, equally and ratably, out of the proceeds of sale. The other debts, made liens upon the property by the decree, were held by James H. Carrington, A. C. Worth, W. H. Beach, the Toledo National Bank, R. S. Blair, Benjamin B. Valentine, and Heman Loomis. Before the property was offered for sale, a writing was prepared, purporting in its caption to be an 'agreement made this ___ day of November, 1883, between J. N. Camden, J. H. Carrington, W. H. Beach, A. C. Worth, Toledo National Bank, R. S. Blair, B. B. Valentine, and Heman Loomis.' It provided, among other things, that Camden should purchase the property, when sold under the decree, for the mutual benefit of 'the parties hereto,' if it sold for a sum not exceeding the aggregate amount of the claims against it, including interest and costs; that if he bought, he should, as agent and trustee of the parties, apply their claims in payment of the purchase money required at the sale, and place on record a declaration of trust showing that the property was held by him in trust for the payment of said debts, but that it should belong to him in fee-simple, when he paid them off; the rents, issues, and profits thereof, after deducting necessary expenses, to be applied by the trustee as follows: '(1) The balance, if any, due to J. N. Camden, assignee of W. D. Thompson, shall be fully paid. (2) Then forty per cent. of the proceeds of said property shall be paid to Heman Loomis and sixty per cent. thereof to the said Carrington, Worth, Beach, Toledo National Bank, Blair, and Valentine, according to their rights and priorities, as fixed by the said decree, as between the six parties last named, until they and each of them are fully paid. (3) Then sixty per cent. of said proceeds shall be paid to said Carrington, so far as to reimburse and indemnify him in such sums of money, if any, as he may be held liable for as maker, acceptor, or indorser of two certain bills of exchange, for the payment of which the said West Virginia Oil & Oil Land Company is primarily liable, one of which bills is supposed to be held by Marietta Arnold, of Michigan, and is for the sum of $1,500, and the other is held by the National Bank of Commerce in New York, and is for the sum of $2,431.39. (4) After the payment of the foregoing amounts the said property shall be held in trust for the payment of any balance due the said Heman Loomis until the same is fully paid.' This writing was signed by all the parties named in its caption, except Beach and the Toledo National Bank.

It should be here stated that before any sale took place several judgment creditors of the West Virginia Oil & Oil Land Company were allowed to intervene in the cause by petition, each asserting a right to have his demand paid out of the proceeds; some of them claiming priority over any creditor whose debt had been specifically provided for by the decree. On the 1st of May, 1884, the property was offered by commissioners for sale at public auction, and Charles H. Shattuck became the purchaser at the price of $163,000, although he was at the time special receiver of the rents, profits, and product arising therefrom. He was personally interested in his bid to the extent of about $20,000. Who his associates were, is not disclosed by the record. The sale was duly reported; the commissioners receiving from Shattuck on the day of sale the entire amount bid by him. William P. Thompson and Oliver H. Payne, with William N. Chancellor as their surety, having executed a bond conditioned that if the property was resold they would bid the sum of $173,000, and having deposited the sum of $10,000 as additional security, the court directed a resale, and required the commissioners to return to the purchaser (which they did) the moneys theretofore received from him. The next sale occurred on the 1st day of October, 1884, when Thompson and Payne, by Camden, acting as their agent, bid the sum of $173,000. But Camden bid, in his own name, the sum of $173,050, and being the highest bidder, was declared the purchaser. In their report of sale the commissioners state: "The said Camden did not, and has not as yet, paid to your commissioners the sum of money so bid and offered by him for said property as aforesaid, or any part thereof; but when your commissioners required the cash from said Camden, pursuant to the terms of said sale, he tendered to us a paper purporting to be a copy of a contract in writing made between several of the creditors mentioned in said decree of the 17th of November, 1883, authorizing the said Camden, as the agent or trustee of the said creditors who signed said contract, to purchase the said property at any sale thereof that might be made under said decree, and assigning to him the amounts decreed in favor of each of said several creditors, for the purpose of his using and applying the same in payment of the sums so bid by him for said property. Said copy of contract, with the paper thereto attached, signed by Heman Loomis, by B.M. Ambler, his attorney, bearing date September 30, 1884, is herewith filed. Said Camden also exhibited to your commissioners the original of the said contract, from which the copy hereto attached was made. Your commissioners declined to receive the said contract in payment, in whole or in part, of the purchase money so bid by said Camden for said property, or to accept anything in payment thereof except lawful and current money of the United States, and this the said Camden has not as yet paid." The "paper" here referred to was a letter from Loomis, in which he notified Camden that the latter would be held liable if he did not buy the property pursuant to the terms and conditions of the writing of November, 1883.

On the 6th of October, 1884, Camden filed his petition in said suit, in which he states that it was distinctly agreed by all whose names are mentioned in its caption that he should, as their agent, purchase the property, and that each of them did, in person or by their representatives, assent to that contract, and its terms. He alleges: 'Your petitioner now discovers that the paper was not actually signed by W. H. Beach, or by said bank. He believes and charges that both are bound by said agreement, though they did not sign the same; but, to avoid any vexatious litigation, your petitioner is willing to pay, if required by the court, the full amount of the claims of said Beach and of said bank in cash. Your petitioner prays that, the premises being considered, he may be allowed to apply the claims and debts adjudged by said decree in discharge of his liability for the purchase money; that his compliance with the terms of said contract may be considered and decreed a compliance with the terms of said sale; that the said contract may be received in discharge of his bid; that the sale be confirmed, and that a deed be made to your petitioner for the said property; and that the court will make such further order or decree, and grant such other and general and further relief in the premises, as your honors may deem right, as in equity may be proper.' Exceptions were filed by Carrington, Worth, Beach, the Toledo National Bank, Valentine, and Blair to the report of sale, and, on their motion, a rule was awarded against Camden to show cause why he should not pay the sum of $173,050 bid by him for the property, or why the sale should not be set aside, and a resale had at his risk and cost. His petition, above referred to, was accepted as his answer to that rule. After answers filed by various creditors to Camden's petition, the court, upon application of Thompson and Payne, made an order canceling their bond, and ordering that the $10,000, deposited in the registry of the court be returned to them, which was done. Subsequently a motion was made by several creditors to set aside that order as having been improperly procured and made, without notice to them. The exceptions to the report of sale were sustained, the sale set aside, and the commissioners directed to resell the property at the cost of Camden, for cash, in accordance with the original decree; and, 'if the said property shall be sold for a less sum than one hundred and seventy-three thousand and fifty dollars,-the said bid of the said Camden,-the court reserves for future determination in this cause the question whether the said Camden will be required to pay the deficiency.'

The third sale occurred March 17, 1885, and the property then brought only $119,100, Shattuck becoming the purchaser, and paying that amount in cash to the commissioners. To this sale certain creditors filed exceptions on the ground, among others, that the amount bid was grossly inadequate. In addition, some of them filed petitions, which Camden answered, whereby an issue was made as to the confirmation of the last sale, and as to his liability for the deficiency. Upon these matters the parties took proof. The cause was heard before Chief Justice WAITE, when a final order was made, June 6, 1885, reciting, among other things, that the court was of opinion that, if the last sale was confirmed, Camden, by virtue of his bid, was liable to pay the difference between the sum of $173,050 and the amount-$119,100-bid by Shattuck, and all costs rendered necessary by his failure to comply with the terms of sale; and that the last sale to Shattuck should be confirmed, unless either Camden or Thompson and Payne would take the property at the amounts of their respective bids. The record shows that after announcing this opinion the court offered Camden, who was then present, with his counsel, the privilege of taking the property at the sum bid by him, and of having his purchase confirmed, if he would pay in cash the amount bid by him. This offer was refused, Camden declaring in open court that he would not take the property unless the sale was confirmed on the basis of the alleged contract of November, 1883, between him and others. The court then called on him, as the agent of Thompson and Payne, to elect for them whether they would take the property at the sum he had bid for them, and pay the cash therefor; and he thereupon declared that, while he had authority to make the bid originally, he had not authority to make an election for them under the offer now made. An order was thereupon, May 15, 1885, entered, vacating the order of the 3d day of November, 1884, canceling the bond of Thompson, Payne, and Chancellor, confirming the last sale to Shattuck, and directing the commissioners, by proper deed, to convey the property to him. It was further decreed that Camden pay into the registry of the court, for the benefit of such of the parties to the suit or other persons as might be entitled thereto, the sum of $53,950, with interest, and the costs rendered necessary by his failure to comply with the terms of his bid in cash. Mayhew v. Oil Land Co., 24 Fed. Rep. 205. This is the decree which is here for review upon Camden's appeal.

A. H. Garland, for appellant.

[Argument of Counsel from pages 79-82 intentionally omitted]

''Chas. C. Cole and W. L. Cole'', for appellees.

Mr. Justice HARLAN, after stating the facts in the foregoing language, delivered the opinion of the court.