Wager v. Reid

Gilbert, J.

This case stands upon plain and well-established principles of equity. The defendant obtained from the plaintiffs an absolute conveyance of property for a grossly inadequate consideration. He was their family physician. The principal plaintiff had for a long time been addicted to intemperance, and had become embarrassed with debts. The defendant professed great friendship for him, and in that guise undertook the management of his affairs, for the purpose of extricating him from his embarrassment. The conveyance in question was taken by him while professing to act in that capacity. According to_ the evidence for the plaintiffs, there was no negotiation for a purchase at all, and taking the defendant’s own testimony there was none, until after the plaintiffs had been assured, by counsel selected by the defendant, that the transaction must be an absolute sale, in order to be valid. The plaintiffs both testify that they consented to make an absolute conveyance only upon the defendant’s promise that he would permit them to redeem.

These, and many minor facts show very satisfactorily, that the defendant set about getting the property by artifice, and succeeded by means of the confidence which the plaintiffs reposed in him, and the influence which his professed relations to them inspired. In all such cases the title to relief in a court of equity is clear. Its jurisdiction is not limited to cases between trustee and cestui que trust, guardian and ward, solicitor and client, and the like, but extends to every case where influence is acquired and abused, or where confidence is reposed and betrayed. Smith v. Kay, 7 H. L. Cas. 750 (per Lord Kingsdown) ; Gardner v. Ogden, 22 N. Y. 342, 343.

The advice given by counsel did not purge the transaction of its inequitable element. On the contrary, it must have aided the defendant very much in accomplishing his object. But the object being such as the law condemns, it is immaterial what means were *336used to bring it about. What was said by counsel cannot, under the circumstances, be regarded as that competent and independent advice which the law requires. The gentlemen who advised were the counsel oí the defendant alone, or if not of him alone, were more the counsel of the defendant than of the plaintiffs. Their advice was given for the protection of the defendant, and not to guide or control the action of the plaintiffs.

It is urged that because the plaintiffs were informed by those gentlemen that the effect of the conveyance would be to divest them of the property absolutely, and they afterward voluntarily executed it, intending that it should have that effect, there was no mala fides, and it is conclusive upon them. The answer to this is, that the use which the defendant made of that information constitutes another element of the deception imputed to him. But for the assurance of the counsel referred to, that it was necessary to put the transaction in the form of an absolute conveyance in order to accomplish the purpose which the defendant had undertaken for their benefit, it is not at all probable that they would have consented to make it. The plaintiffs were also influenced by the defendant’s promise to allow them to redeem, and their intention to make the conveyance in the form in which it appears, sprang from the confidence they reposed in him. The question is, not whether the plaintiffs knew what they were doing, had done, or proposed to do, but how the intention was produced, whether all care and providence was placed around them, as against those who advised them, which from their situation and relation in respect to them, they were bound to exert on their behalf. Huguenin v. Baseley, 14 Ves. 273 (per Lord Eldon). It is very evident they were not. The defendant at no time changed his position toward them from the fiduciary and confidential one which he assumed at the beginning to that of a purchaser. They were permitted to rest upon the belief that whatever should be done would be dictated by a desire to promote their interests, and would be done for their advantage. It was the duty of the defendant, if he wished to negotiate for the purchase of the property, to tell the plaintiffs so in plain terms, and thenceforth to deal with them at arm’s length. Not having done so, he continued to bear a fiduciary relation to them, and cannot be permitted to reap any advantage from his acts in that capacity, to the injury of the plaintiffs. He who undertakes to act for another in any matter shall not in the *337same matter act for himself. If he does, he will be declared to be a trustee for the injured party.

We think there has been no ratification or affirmance of the transaction sought to be impeached. A man cannot ratify what he does not know. It does not appear that the plaintiffs had any knowledge that the defendant claimed to hold the property as his own and to repudiate his promise to allow them to redeem, at the time the alleged acts of ratification occurred. In the absence of such knowledge, there was nothing to ratify. Savery v. King, 5 H. L. Cas. 663.

For the same reason we cannot infer acquiescence by the plaintiffs from any thing which has occurred, or from the lapse of time.

The order appealed from must, therefore, be affirmed, with costs.

Order affirmed.