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[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 12 The appellants claim that the decree in the chancery suit before the vice-chancellor is conclusive as to the true construction of the trust deed, and the force and effect which it is to have. With considerable doubt and hesitation I have come to the conclusion that this claim is not well founded. There is so much confusion in the papers and evidence that it is quite difficult to determine how far the decree in that suit should estop the parties in this.
The main object of that suit, so far as concerned Woodgate, was to stay him in the prosecution of his ejectment suit; and it was sufficient for the complainants to show rights and equities that entitled them to the injunction prayed for. When the court found that the trust deed was so far valid as to give them such rights and equities, it was unnecessary to go farther. When the complainants established that the deed was properly executed and was in force, notwithstanding the renunciation and reconveyance of the trustees, and that the deed contained trusts so far valid as to entitle the trustees or cestuis que trust to the possession of the lands, they had established all that was necessary to entitle them to a decree against Woodgate. If the court gave a wrong reason for its judgment, or placed it upon unnecessary grounds, the parties would not be estopped as to such reasons and grounds in any other suit. The bill did not pray for a construction of the deed, and that does not seem to have been a matter of controversy and discussion on the trial. All the grounds upon which Woodgate defended that suit are stated in his points submitted to the vice-chancellor, as follows:
"1st. The trust deed was made without any consideration passing between the parties. *Page 13
"2d. That it was made by the grantor with a fraudulent intent, he being indebted at the time, and to protect the property against creditors, and is therefore void.
"3d. The trustees never accepted of the trust, which was made without their knowledge or consent in any way; and as contracting parties it must be with their assent.
"4th. The deed of the trustees is not to be met by the declarations of witnesses; it is a solemn instrument under seal.
"5th. The trust deed not having been legally executed and delivered in due form of law, and being made by the defendants fraudulently, and without the privity or consent of the trustees, who refused to accept it when it came to their knowledge, did not vest the fee in them, but the same remained in the grantor, and was subject to be sold under execution, etc.
"6th. The trustees had the power to reconvey by their deed, and did so, and the property was then in the original grantor, Abraham K. Fleet.
"7th. The defendant, Woodgate, purchased the property at sheriff's sale, under an execution, etc., against Fleet, and received the sheriff's deed, by which he became vested with the whole right, title and interest of Fleet, and now claims to be entitled to the possession of the same."
The questions raised by these points were necessarily involved in the litigation, and as to all these questions the parties were undoubtedly estopped by the decree in that suit. But the general construction of the trust deed, except so far as I have already indicated, was not necessarily involved in that litigation, and the decision or opinion of the vice-chancellor thereon should not estop the parties in this suit.
A judgment is conclusive upon the parties thereto only in respect to the grounds covered by it, and the law and facts necessary to uphold it; and, although a decree, in express terms, purports to affirm a particular fact or rule of law, yet if such fact or rule of law was immaterial to the issue, and the controversy did not turn upon it, the decree will not conclude *Page 14 the parties in reference thereto. (The People v. Johnson,38 N Y, 63.)
The only claim made before us on the part of the appellants, either in the points or oral argument of their counsel, as to the construction of the trust deed, was that the decision of the vice-chancellor was conclusive. Upon the assumption that it was not conclusive, I do not understand that either party is dissatisfied with the construction given to the deed by the court below; and as there has been no discussion before us upon the question, I shall assume, without the careful examination I would otherwise give, that that construction is correct.
The only other question to be examined is the right of Woodgate under his sheriff's deed as against the mortgage of the loan commissioners.
The sheriff's deed purports to be based upon two judgments; one docketed May 25, 1837, in favor of Pinckney against Fleet, before the mortgage to the loan commissioners, and another in favor of Woodgate against Fleet, docketed October 21, 1837, after the said mortgage, and both after the trust deed. The court at Special Term found that, prior to the sheriff's sale, the Pinckney judgment and execution had been fully paid and satisfied, and hence that plaintiff's title as to three-fifths of the real estate was subject to the loan commissioners' mortgage. The payment of this judgment was a controverted question at the trial; and while there was some competent evidence tending to show the payment, it was by no means conclusive. As a portion of the evidence upon this subject, the court received and seemed to rely upon certain declarations of the deceased deputy sheriff who held the execution on that judgment, and who made the sale and gave the deed tending to show payment of the execution before the sale. This evidence was properly objected to on the part of the defendant, Woodgate, and I do not perceive upon what theory it was admissible. It was mere hearsay. The declarations were no part of any res gesta; and hence, if the deputy sheriff could in any sense be regarded as the agent of the *Page 15 owner of the judgment, they would not be competent evidence against him. They are not competent to contradict the recitals in the deed, and I know of no rule that makes them competent because the declarant is dead.
It is no answer to this incompetent evidence to say that Woodgate was precluded by the decision of the vice-chancellor from denying that this judgment was paid and satisfied. There was no allegation in the complaint, or answer in the action tried before him as to the Pinckney judgment. Whether that judgment was paid or not was in no way litigated in that action, and in no way necessary to or involved in its decision. Hence, upon principles above stated, the decree in that action furnishes no estoppel as to that judgment.
For the reception of this improper evidence the judgment must be reversed and a new trial granted, costs to abide the event.