Landis v. West. Penna. R. Co.

Citations

• 133 Pa. 579
• 19 A. 556
• 1890 Pa. LEXIS 937

Syllabus

<p>1. Where plaintiff’s statement of claim avers a conveyance to the defendant with an agreement by the latter to assume the grantor’s duties as trustee, an affidavit of defence averring that said conveyance to defendant was free and discharged from every trust whatsoever, is sufficient to prevent summary judgment on a claim based on defendant’s refusal to carry out the alleged agreement.</p> <p>(а) In 1859 a bill was filed to foreclose a mortgage given by the Northwestern R. Co., the decree entered thereon authorizing such bondholders as should become purchasers to pay their bids in bonds. The railroad was purchased by Hirst for certain bondholders, and a master was appointed to report distribution and the form of the conveyance.</p> <p>(б) The master reported that Hirst purchased on behalf of certain bondholders named, not including plaintiff, and of such others as might wish to join in the purchase and pay their proportions of the purchase money and expenses, and that the property was bought to sell again in such manner as three fourths of the bondholders should direct.</p> <p>(c) The master also reported a form of deed to Hirst in which it was recited that it was in trust for all the bondholders. In April, 1860, in pursuance of the direction of three fourths of the bondholders, Hirst conveyed to the West. Penna. II. Co., organized by the purchasing bonA^ holders to succeed the N. R. Co., “ free and discharged from all and every trust whatsoever.”</p> <p>(d) The act incorporating the W. P. R. Co. recited that said company was composed of persons named, and “ all others who hold mortgage bonds,” but the preamble set out the deed to Hirst “ in trust for all the bondholders'who participated in the said purchase,” and that it was desirable “ to reimburse the said bondholders for their expenditure of money and labor.”</p> <p>(e) In 1889, the plaintiff, as surviving partner discovered among the assets of the firm, a N. R. Co. bond, which by its terms was convertible in