Dobkin v. Landsberg

Citations

• 273 Pa. 174
• 116 A. 814
• 1922 Pa. LEXIS 544

Syllabus

<p>Vendor and vendee — Sale subject to mortgage — Merger of agreement in subsequent deed — Presumption—Rebuttal—Assignee of agreement of sale — Intention as to release of vendee — Evidence— A ctions — Parties—3urisdiction—Deed.</p> <p>1. The presumption of law is that the acceptance of a deed, in pursuance of article of agreement for the sale of land, is satisfaction of all previous covenants. To rebut such a presumption, the intention to the contrary must be clear and manifest.</p> <p>2. The law, whether through the working of equitable principles or on the theory of an implied promise, fixes the one who has the property with an obligation to indemnify his vendor against loss from existing mortgages; this obligation arises as soon as the vendee takes any character of possession under the contract of purchase (he then being the equitable owner of the property), and continues at least till the delivery of the deed of conveyance; but, after this takes place, it is unusual to look to the prior contract for evidence of the obligation to indemnify; ordinarily, under .such circumstances, the deed is depended upon for that purpose.</p> <p>3. Where articles of agreement stipulate that a portion of the consideration shall be the retention of an existing mortgage, and the vendee thereafter assigns the agreement to another, and the assignee tenders to the vendor a deed containing the “under and subject clause” as to the mortgage, which the vendor refuses to sign, because not made to the vendee as grantee, the question arises, in a suit for specific performance by the assignee against the vendor, whether the obligation of the original vendee to indemnify the vendor, was intended to be consummated and ended by the conveyance.</p> <p>4. In such case, the court will not pass upon the question by the documents considered alone, or by the facts attending the execution thereof, but will require plaintiff to amend his bill so as to bring in the original vendee as an indispensable part