Haynes v Haynes
| Jurisdiction | England & Wales |
| Judgment Date | 01 January 1861 |
| Date | 01 January 1861 |
| Court | High Court of Chancery |
English Reports Citation: 62 E.R. 442
HIGH COURT OF CHANCERY
S. C. 30 L. J. Ch. 578; 4 L. T. 199; 7 Jur. (N. S) 595; 9 W. R. 497. See Harding v. Metropolitan Railway Company, 1872, L. R. 7 Ch 158. Distinguished, Watts v. Watts, 1873, L. R. 17 Eq. 217. See Edwards v. West, 1878, 7 Ch. D 862; Mercer v. Liverpool, St. Helens and South Lancashire Railway Company [1903], 1 K. B. 661.
Conversion. Notice to Treat. Railway Company.
[426] haynes v. haynes. Jan. 17, 18, 19, 21, 22, March 23, 1861. [S. C. 30 L. J. Oh. 578; 4 L. T. 199; 7 Jur. (N. S.) 595 ; 9 W. E. 497. See Harding v. Metropolitan Railway Company, 1872, L. E. 7 Ch. 158. Distinguished, Watts: v. Watts, 1873, L. B. 17 Eq. 217. SeeJSdwards v. West, 1878, 7 Ch. D. 862 ; Mercer v. Liverpool, St. Helens and South Lancashire Railway Company [1903], 1 K. B. 661.] Conversion. Notice to Treat. . Railway Company. Where a notice to treat for the purchase of certain property was served by a railway company on the owner of such property, and nothing further was done until after the death of the owner, who by his will had specifically devised the property comprised in the notice to treat: Held, 1st, that the mere notice to treat served by the company did not constitute a contract by the owner for the sale of the property; and, 2dly, that if it did, a bill for specific performance would not lie against the owner; and therefore that the notice to treat did not effect conversion of the-property comprised in the notice. This cause, which was for the administration of the trusts of the will of John Haynes, now came on upon further consideration. . , . . 1DR.&SM.4Z7. HAYNES V. HAYNES 44$ The testator,. John Haynes, being possessed of considerable*freehold and leasehold property in houses and land at Lower Miteham, in the county of Surrey, and elsewhere, by his will, dated the 6th day of November 1850, specifically bequeathed the same to his children, giving one house; specifically to one child, and another house to another child, and so on, and devised and bequeathed his residuary real and personal estate to the Plaintiffs and one of the Defendants. In September,1853 the Wimbledon and Croydon Railway Company served on the-testator, John Haynes, a notice of their intention to take several of his freehold and leasehold houses at Lower Mitcham (which the testator had so specifically devised by his will), for the purposes of their railway ; but nothing further was done with respect to such notice during the testator's lifetime. The testator, John Haynes, died in January 1854. In December 1854, after the testator's death, the Wimbledon and Croydon Railway Company, being de-[427]-sirous of entering on the property comprised in their notice, paid into the Bank of England the sum of 1910, the sum determined on as the value of the same by a surveyor appointed by two justices under the 85th section of the Lands Clauses Consolidation Act, 1845, and gave the usual bond and entered into possession. In 1856 the company issued a warrant to the Sheriff of Surrey to settle the amount of compensation to be paid for the land, and the sum of 2300 was the amount awarded, and that sum was duly paid into Court by the company. ^ The present suit having been instituted by two of the residuary legatees under the testator's will for administration, the question arose whether the notice which, had been served on the testa'tor during his lifetime by the railway company (nothing further having taken place till after the testator's death) had the effect of converting the freehold estates comprised in such notice into personalty and converting the leaseholds into money, so as to make the compensation money paid for such property fall into the residue instead of passing under the specific devises and bequests contained in the will. Mr. Bathurst, for the Plaintiffs, two of the residuary legatees. The notices served by the railway company on the testator had the effect of converting the realty comprised in such notices into personalty. After the notices had been once given neither party could withdraw without the consent of the other; Rex v. Hungerford Market Company (4 B. & Adol. 327); Bex v. Commissioners for Improving Market Street, Manchester (4 B. & Adol. 333," n.). In Stamps v, Birming-l438]-ham and Wolverhampton and Stour Valley Railway Company (7 Ha. 251; S. C. on appeal, 17 Law J. (N. S.) (Chan.) 431) Lord Cottenham, in his judgment, said: "Now I have decided, and decided generally in all the cases where the question has arisen, that where a company gives notice to purchase and where they have described the quantity of land that they require, by that means they enter into a contract with the landowner to make the purchase, and that, therefore, they cannot afterwards depart from it." By the notice a contract is completed (or speaking more strictly),'the parties are placed in the same position as if there had been a complete contract, of which either party can compel the specific performance ; and all that remains to be done is to determine the amount of the compensation money. Lord St. Leonards, in his treatise on Vendors and Purchasers, lays it down that " the notice forms a binding contract and creates the relation of vendor and purchaser" (p. 62 (13th edit.)), and that " where a person is competent to sell and a binding contract, or what is tantamount to it, is made under an Act giving a company power to take land, the landowner's interest is converted into personalty, and will go to his personal representative, notwithstanding a devise by him before the sale,of the estate " (p. 66 (13th edit;.)); anc[ then he goes on to state certain exceptions to the rulej bjit none of those exceptions "apply to the present ease. Whether the sale is compulsory or voluntary on the part of the landowner makes no difference. The cases shew that there is to all intents and purposes a binding contract created between the company and the landowner as soon as the company have served the notice to take the land. He also cited Tawney v. Lynn and Ely Railway Com-[438i\-pany (4 R. C. 615); Queen v. Birmingham and Oxford Junction Railway Company (15 Q. B. 634); Marquis of Salisbury v. Great Northern Railway Company (17 Q. B. 840); Hill v. Great Northern. 444 HAYNES V. BAJBNES , 1 DR. & Sffl. 430. Railway Company (1 Jur. (N. Si) 102) ; Exparte Hawkins (13 Sim. 6Q); Richards v. ^Attorney-General of Jamaica (6 Moore, P. C. 381). Mr. Glasse and Mr. Joyce, for a Defendant in the same interest as the Plaintiff, referred to Ex parte Flamank (I Sim. (N. S.) 260) ; Jm re Harrop (3 Drew. 726) ; .#*-turgh, &c., Railway Company v. iee (1 Macq. 284) ; Collingwood v. .Z&wo (26 L. J. Ch. 649). Mr. Caldecott, for one of the Defendants who contended against conversion. The doctrine of conversion rests upon the agreement by the testator to sell- equity regarding that as done which has been agreed to be done- but the agreement must be clear, and such as evinces an intention to revoke the devise made by the will, (Sugden's V. & P. p. 160 (13th edit.).) Now, it is said that there is such agreement to sell in this case, first, because upon notice to take by the company this Court will enforce specific performance of the landowner's obligation to sell, which in effect amounts to a contract to sell ; and, secondly, the notice by the company creates the relation of vendor and purchaser, and there is in fact a contract to sell by the landowner, as shewn by the cases. There is, however, no case in which specific performance under such circumstances, Tiz., simply notice by company, has been decreed ; and intone case, Hill v. Great Northern Railway Company (I Jur. (N. S.) 102), the Viee-Chan^[430]-cellor refused *uch relief. Lord St. Leonards, in his treatise on Vendors and1 Purchasers (p. 62 (13th edit.) ), seems to be of opinion that such relief could be had, but not one of the cases cited goes in support of the proposition, excepting the case of Walker v. Eastern Counties Railway Company (6 Ha. 594); and there the landowner had signified his desire to sell by delivering a claim for purchase:money and compensation ; and, moreover, that case is distinctly disapproved of by Lord Cottenbam in Adams v. London and Blackmail Railway Company (2 M. & G. 118 ; see p. 129): And as to the authorities cited for the proposition, that upon notice by the company there is a complete contract, and the relation of vendor and purchaser is established, there is no case the decision of which rests at all upon such proposition, though in some of the cases expressions may be found speaking of the landowner and the company as contracting parties and as vendor and purchaser. The Queen v. Birmingham, &c., Railway Company (15 Q. B. 634), and Marquis of Salisbury v. Great Northern Railway Company (18 Q. B. 840) merely decide that the notice given by the company binds them to this extent, that the notice cannot be withdrawn and that it may be acted upon by the landowner after the expiration of the time limited by the Act for the giving of notices by the company. Lord St. Leonards, in his Vendors and Purchasers, lays down this proposition (p. 62), and (in note 5) cites two authorities, but neither of those cases supports the proposition. In Doo v. London and Croydon Railway Company (1 Bailw. Gases, 257) there was an agreement to sell before the Act passed, and the landowner after the Act had passed required the company to take the lands [431] on the agreed terms; and the decision in the case of The Queen v. Birmingham Railway Company (15 Q. B. 634) has been: before mentioned; It may be conceded that, upon notice given by the company, the Legislature places the landowner for some purposes in the same position as if' he had contracted to sell ; but this is insufficient to establish conversion, for there would be no animus revocundi on the part of the landowner, which must be as clear as the animus disponendi, and the Legislature in imposing upon the landowner...
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