Page:Harvard Law Review Volume 12.djvu/516

496 49^ HARVARD LAW REVIEW. Woodrum v. Washington National Bank, December, 1898, 55 Pac. Rep. 333 (Kan.), where these principles are clearly set forth and. soundly ap- plied. There it appeared that certain mortgaged cattle in the hands of the mortgagee were destroyed through the tort of a third party. The mortgagee recovered from him a sum equivalent to his mortgage debt and in exchange for the balance of the judgment received a larger judg- ment against the mortgagor. It was held that the mortgagor might at his election charge the mortgagee for the amount of the uncollected balance of his judgment against the third party or take the judgments against himself as a constructive trust. The injury to the complainant here was purely equitable, but the same principles are applicable — speaking broadly — to legal wrongs. A legal owner has the right to retake his property from the thief ; it would seem that if the thief has disposed of the property, in all natural justice, the owner should likewise have a paramount claim against the proceeds. The only way in which he can get at those proceeds at law, by judgment in damages and attachment, is often hopelessly inadequate, — for in- stance, if the thief be insolvent ; but equity, having taken jurisdiction because of the inadequacy of the legal process, will apply its own prin- ciples of reparation and declare a constructive trust of the proceeds in the hands of the thief. And certain courts, at least, will follow this reas- oning. In the case of American Sugar Refining Co. v. Faiicher, 145 N. Y. 552, where there had been a sale of chattels induced by fraud, it was held that the proceeds of a re-sale by the insolvent wrongdoer were a con- structive trust for the victim of the fraud. It is not easy to see just how far equity will go in its use of this sort of remedy, — clearly it is not applicable to every species of wrong. The question is finally one of policy, but the few precedents we have seem to group themselves — without regard to the nature of the right violated, whether legal or equitable — into two classes : cases where the wrong from which the proceeds arise is the misuse of another's property ; cases where the wrong is a breach of some relation which is, in the broadest sense of the term, fiduciary. Satisfaction as a Condition. — Whenever a contract contains a condition that the one party must be satisfied with the performance of the other or be under no obligation, the determination whether " actual satisfaction " or " reasonable satisfaction " is required is a question of in- terpretation. This was the issue in Pennington v. Ho7i>la7id, 41 Atl. Rep. 891 (R. I.). The defendant employed the plaintiff to make a pastel portrait of his wife, the contract providing that if the picture were not satisfactory the defendant should not pay. The portrait when finished was rejected by the defendant as unsatisfactory. Upon these facts, the court held that as the defendant was not actually satisfied the plaintiff had no cause of action ; since, if the subject-matter of a contract involved personal taste, actual satisfaction was always necessary, A promisee, if he be so indiscreet, may allow the promisor to condi- tion his obligation upon his personal satisfaction. No rule of law or of public policy precludes the enforcement of such a condition, provided that the promisor acts in good faith. On the other hand the reference intended may well enough be to the satisfaction of the promisor as a reasonable man. The authority, however, is much in conflict j for the