Peoples Street Ry. Co. v. Spencer , 156 Pa. 85 ( 1893 )

Opinion by

Mr. Justice Mitchell,

All the facts appear in the writings set forth in the plaintiff’s statement. None of the papers which are merely referred to but not set out in full seem to be essential to the cause of action, and the omission to give them in full is not therefore fatal. The affidavit of defence raises no issue of fact, for it denies no part of the statement except the inferences from the face of the papers. The case was therefore one for the court to decide upon the statement and affidavit.

All the writings constitute parts of one transaction, and the nature of that, beyond question, was a conveyance of the laud as security for the repayment of a loan of money. It starts with admitted title in the company appellee, then a conveyance to appellant for twenty thousand dollars, a cotemporaneous lease from appellant back to the company, at a nominal rent of one dollar, with no change of possession which remained all the time in the company, and an absolute and exclusive option in favor of the company to repurchase at the end of the year for the same amount, twenty thousand dollars, with interest, that is, to resume its original title on payment of the loan. At the end of the term the arrangement was extended or renewed for another year, during which the option was exercised by the company, the money paid, and the title reconveyed by the appellant. It is unimportant what name we apply to the relation of the parties during the year. Whether technically vendor and vendee, mortgagor and mortgagee, or lessor and lessee, is immaterial. The nature of the relation is incontestable; appellant was the holder of the legal title, subject to an equity in the company. It is strongly argued for appellant that his interest at the time of the fire was an absolute fee simple title. But this is an error, it was not absolute. It was the legal title in fee, but subject to the equitable interest of the company, an interest in the land, capable of being specifically enforced, and good not only against the appellant but all others, creditors, purchasers or strangers, to whom the recorded deeds and the company’s possession gave notice.

The only substantial question in the case is the date at which the company’s equity became complete. The fire took place during the running of the term, the option to redeem was exercised after the fire had occurred. Did the company’s interest begin to run only from the exercise of its option, or did it upon that event relate back for all purposes to the beginning of the transaction ? We are of opinion that both principle and authority sustain the latter view.

As already said the transaction was in substance a loan of money, and appellant’s right was to have his money back with interest at a specified time, or, in default of that, to have his title become absolute. The insurance was for his protection, not to increase his profit; to keep up the sufficiency of his security while the loan lasted, or make good the value of his purchase if it became absolute. For that reason it was to be kept up by the appellee. If the latter had exercised its option before the fire there could have been no question that the insurance money would have belonged to it. But the date of the fire makes no substantial difference, when, as was the case, the appellee elected to repay the loan and resumed its title. On the happening of that contingency the appellant got his money with interest, which was all he was entitled to, while the appellee got back its land, lessened in value by the fire, but the loss compensated by the insurance money. The insurance was, in contemplation of law, for the benefit of whomever should be entitled when the option was exercised or expired by default, and in fact it was contracted for “ as interest ‘ may appear.” It stood in place of so much of the property as was destroyed by the fire, and followed the title when the equitable and the legal interests united.

The authorities, so far as we have any analogous cases, lead to the same conclusion. It was held in Kerr v. Day, 14 Pa. 112, that an option to purchase is a substantial interest in land which may be conveyed to a vendee, and the English chancery cases were reviewed by Bell, J., with the result that “ when the lessee made his option to purchase, he was to be considered as the owner ab initio. Indeed the determination can only be supported by attributing to the lessee an equitable estate in the land, under his covenant for an optional purchase, which passed to his alienee, vesting him with the right to call for a specific execution on declaring his election.” And in Frick’s Appeal, 101 Pa. 485, where the land was sold upon a prior judgment before payment or conveyance, it was held that the surplus was the property of the optional vendee. It is true that the option in that case had been exercised before the levy and sale, but that circumstance was not of controlling weight, as the decision was put on the ground that “in equity the vendee became the owner subject to the payment of the price stipulated. His right of property therein flows from the contract and exists before any purchase money may have been paid, ” citing Siter’s Appeal, 26 Pa. 178. We are of opinion that upon the exercise of its option to redeem, the appellee’s equitable title reverted back to the date of the original agreement, and appellee became the owner of the land as it was at such date, or of the insurance money which stood pro tanto in its place.

Judgment affirmed.