1836.--Crawshay v. Thornton. might be given with respect to the lien which the plaintiffs; have upon the same, and as to preserving such lien for the plaintiffs; and that in the mean time Thornton and Daniloff might be restrained from prosecuting their actions at law so commenced as aforesaid, and from commencing any other actions or proceedings at law or in equity against the plaintiffs touching the matters aforesaid. The bill was accompanied by the usual affidavit negativing fraud or collusion, or any other intent than to avoid being molested by the defendants' proceedings at law. To this bill the defendant Thornton put in a general demurrer, which was allowed by the Vice-Chancellor on the 11th of May 1835. The plaintiffs now appealed from his Honor's decision. Mr. Maule and Mr. Richards, for the bill:-The simple question is, whe ther Crawshay & Co. have by their conduct put themselves in such a condition, as to deprive them of their right to compel the defendants to interplead. The iron is worth 7000l. It still remains in specie; and if the plaintiffs, after notice from Daniloff of his claim, were to part with it to any other person, they would be answerable to him for its value. The ground of the demurrer is, that the plaintiffs have made themselves personally liable to Thornton by their letter of the 8th of March; and the question will be, whether that letter amounts to a contract. Thornton, if the mere assignee of Raikes & Co., must stand or fall by the rights of Raikes & Co. If a wharfinger re[*7] ceive *goods from a person who is not entitled to them, the wharfinger may refuse to deliver them up to him, and may set up a property in another individual to justify that refusal; Ogle v. Atkinson, (a) Cotter v. Bank of England. (b) The facts of the latter case correspond with the facts of the present case. The argument in support of the demurrer before the Vice-Chancellor in the present case was, that a wharfinger or bailee cannot repudiate the title of the person by whom goods have been delivered to him, if he receives the goods, and gives an acknowledgment that he holds them for the person by whom they were delivered to him. There have been cases, however, of stolen notes, in which the person who had stolen them could not recover them from others to whom they had themselves delivered them, because it appeared that they had been fraudulently procured. It may be admitted, that if a person deposits goods with a bailee, and afterwards sells them, and the bailee acknow. ledges the title of the purchaser, he cannot subsequently repudiate that which he knows to have taken place between the vendor and the purchaser; and it may also be conceded, that if a person, knowing of disputes with respect to the title to property, chooses to take upon himself to decide in favor of the title of one of the disputing parties, he cannot afterwards repudiate that title; but if he does not know of such disputes, and gives an acknowledgment to a person who afterwards turns out to have no title, the acknowledgment may be repudiated; (a) 5 Taunt. 759, (b) 3 Moore & Scott, see 180. 1836.--Crawshay v. Thornton. this appears from Mr. Justice Alderson's observations in Gosling v. Birnie.(a) So, an acknowledgment made in mistake may be repudiated by the person who has made it; Heane v. Rogers.(b) The cases relied upon on the [*8] other side before the Vice-Chancellor were cases of stoppage in transitu; they were Harman v. Anderson, (c) Stonard v. Dunkin, (d) Hawes v. Watson.(e) The latter case was clearly one in which the defendants had put it in the power of a third party to incur a liability, which he did incur and if, in the present case, the situation of Thornton had been altered by the acknowledgment, it might make a difference: The Stratford und Moreton Railway Company v. Straton.(g) It is to be observed, that the terms of the letter of the 8th of March acknowledge that the iron had been transferred into the name of Thornton by Raikes & Co. and not by the plaintiffs. The plaintiffs did not intend to give Thornton a better title than Raikes & Co. had before. The plaintiffs had not admitted the title of Raikes & Co. It is the universal practice of the London Dock Company, and of all wharfingers, upon any deposit of goods, to give an acknowledgment that the goods are held for the benefit of the depositors. The bill only states that the plaintiffs being wharfingers, Raikes & Co. deposited the iron with them. The letter of the 8th of March is not a contract by the plaintiffs with Thornton, to hold the iron for him; if it were, Thornton would bring a very different action from that which he has commenced; he would not bring an action for the recovery of the specific goods. The case of Nicholson v. Knowles,(h) will be cited on the other side: but the present ViceChancellor, in Smith v. Hammond, (i) intimated an opinion that that case was carried too far. Roberts v. Ogilby,(k) is a very different case from this, because there the parties were not going against the goods them- [*9] selves. In equity, the rule is clear, that unless the plaintiffs have been guilty of misconduct or collusion, the court will assist them. It is to be remembered that the question is not betwen Raikes and Thornton, but between Daniloff and Thornton. The cases of Langston v. Boylston, (l) and Stevenson v. Anderson, (m) show how far courts of equity have gone in allowing interpleader, Langton v. Boylston much resembles this case. Whether or not a bailee gives an acknowledgment is immaterial; he still holds as agent for the depositor. A doubt expressed by Sir John Leach in Lowe v. Richardson, (n) as to whether the captain of a vessel can file a bill of interpleader, if the adverse claims are paramount to the bill of lading, was much relied on, in support of this demurrer in the court below; but it appears by a note in the index to the volume of reports containing that case, (o) that in Morley v. Thompson, 29th of July, 1819. Sir John Leach retracted the opinion which he had expressed in Lowe v. Richardson. In Pearson v, Cardon,(p) the ground upon which the Vice-Chancellor (a) See 7 Bing. 346. (n) 3 Mad. 277. (b) See 9 B. & C. 586, observations of Bayley J. (k) 9 Price, 269. (0) See 3 Mad. 564. (g) 2 B. & Adol. 518. (c) 2 Camp. 243. (h, 5 Mad. 47. (m) 2 V. & B. 407. 1836.--Crawshay v. Thornton. allowed the interpleader was, that there was a claim of paramount title, although the holders of the goods in that case had admitted themselves to be agents. Where is the difference between such an admission as that, and the admission contained in the letter of the 8th March? The decision in Pearson v. Cardon has since been affirmed on appeal. (a) [*10] *In Cooper v De Tastet, (b) the Master of the Rolls seems to have thought that there was a distinction between depositing goods in a bonded warehouse, and in a private warehouse, and that interpleader might be allowed in the case of a deposit in the former, when it would not be allowed in the case of a deposit in the latter. If there is anything in that distinction, the plaintiffs will have the benefit of it, for the bill states that the yard in which the iron was deposited was a bonded yard. The consequences of supporting the Vice-Chancellor's judgment in the present case will be most serious, because such an acknowledginent as the present is of every day's occurrence. The person claiming goods has never any better title than the person under whom he claims, except in case of sale in market overt. In all the cases of stoppage in transitu, which were cited on the other side in the court below, the party to whom the acknowledgment was given was the party who had the title. Those cases, however, have nothing to do with the present case. The judgment in Gosling v. Birnie. (c) went entirely on the ground of the acknowledgment having been made with full knowledge of the circumstances. It would seem that the affected object for which the letter of the 8th March was applied for, was to ascertain the exact weights and marks of the iron; the acknowledgment is only this, viz. that so far as Raikes had a title, that title is transferred to Thornton. If Cooper v. De Tastet be an authority against the right of interpleader in this case, it is distinctly overruled by Pearson v. Cardon and Mason v. Hamilton, (d) the latter of which decisions is precisely in point. Suppose goods are stolen and pawned, the acknow[*11] ledgment given by the pawnbroker to the person who pawns them, does not divest the property of the owner, and the owner is entitled to insist on having them delivered up to him; the pawnbroker is not estopped, by the acknowledgment, from saying to the person who has pledged them, that they are claimed by a title paramount. There is nothing in the interpleader act which deprives this court of the power to direct interpleader in this case. The Vice-Chancellor entered into no detail of the reasons for his judgment,[1] but stated that he had conferred with Mr. Justice Bosanquet, to whom an application had been made beforehand for a rule calling upon the defendants to interplead at law, but who had refused the application. In Viner's Abridgment, title Enterpleader, (N. 9,) it is said, “in detinue, if they count of several bailments, the defendant may say it came to his hands as executor, absque hoc, that he had it of their delivery, and then the plaintiffs shall interplead." (d) 5 Sim. 19. (a) 2 Russ. & Mylne, 606. (b) 1 Tamlyn, 177. (c) 7 Bing. 339. [1] On the contrary the Vice-Chancellor went into considerable detail: see the case, 7 Sim. 391. 1836.-Crawshay v. Thornton, Mr. Jacob, Mr. Wigram, Mr. Gridlestone, sen., and Mr. G. S. Wilson, in support of the demurrer. A holder of goods is not entitled to file a bill of interpleader in every case in which double claims for those goods are made upon him. He must be not only a stakeholder, but an indifferent and an innocent stakeholder; he must show that it has not been by any wrongful or erroneous act of his own, that the embarrassment of the double claims has been produced; he cannot file a bill of interpleader against a person with respect to whom he has put himself in such a position as to preclude him from disputing that person's title. It is the rule, both at law and in equity, that a tenant cannot dispute the title of his landlord, and so likewise an agent or servant who holds personal property *belonging to his principal or his master, cannot dispute his prin- [*12] cipal's or his master's title. If this were not the rule, a person could have no security in the enjoyment of his property, unless he kept it always in his own actual possession. A contrary principle would lead to frightful consequences in mercantile transactions. It is true that, if after the commencement of the relation of tenant or agent, the landlord or principal has done any act which has occasioned embarrassment, and has raised questions subsequently to the commencement of the tenancy, or agency, a right of interpleader would arise; and a tenant may show that a landlord's title has determined since the commencement of the tenancy. The acts of the plaintiffs in this case have materially increased the difficulty under which they labor. The act of transfer and the letter of the 8th of March, have conferred a title, or color of title, upon Thornton. No case has been cited for the plaintiffs in which even the transfer alone was not held to give a title; much less one in such a letter was not held to give a title. In Stonard v. Dunkin,(a) it was objected that the property in certain malt had not passed to the plaintiff for want of re-measuring; but Lord Ellenborough said that the defendant was not entitled to raise that objection, after he had in writing acknowledged the plaintiff's title. It is upon the faith of the acknowledgment contained in the letter of the 8th of March, that Thornton has ever since that day employed and hired the plaintiffs as his warehousemen, and that he has thenceforward become liable to then for the wharfage; they have held the goods ever since as his agents. If it could be shown that the acknowledgment had been given under fraud or deception of any kind, the case might be altered; but no such charge is made by the bill. The plaintiffs have made no case to relieve themselves from [*13] the effect of the acknowledgment and estoppel. It does not appear upon the bill that the goods are not the property of Raikes. The bill merely states, that an action for the recovery of the goods had been brought by Daniloff. In the report of the case of Cotter v. The Bank of England(a) it does not appear whether the conflicting claim was paramount to Cotter's, or whether it arose from acts done by him. No point like the present arose. That case was held to be within the interpleader act, because the lien of the holders (a) 2 Camp. 344. (b) 3 Mo. & Scott, 180. 1836.-Crawshay v. Thornton. was upon the goods themselves, and not as against one party or the other, and therefore the holders were perfectly neutral. Langston v. Boylston, (a) was a case in which the title or color of title of the adverse party had arisen subsequently to the commencement of the relation of principal and agent between the original parties. So in Stevenson v. Anderson, (b) the arrestment originated subsequently to the deposit. Lowe v. Richardson, (c) and Nickolson v. Knowles, (d) go the whole length of the doctrine, that an agent cannot compel his principal to interplead. Nickolson v. Knowles is of later date than the case of Morley v. Thompson before cited, which is very imperfectly mentioned in the index to 3 Mad. The cases of Cooper v. De Tastet, (e) and Pearson v. Cardon, (g) both arose out of similar disputes between De Tastet and his partners, Bize, Bordenave & Co. It appears by the Lord Chancellor's judgment upon appeal in the latter case (h) (not yet reported,) that he coincided with the doctrine of Sir John Leach in [*14] Cooper v. De Tastet; and he admitted that an agent could not, *as agent, file a bill of interpleader against his principal, unless under special circumstances; but his Lordship thought that the relation of principal and agent had not been constituted in that case. Cooper v. De Tastet and Pearson v. Cardon were cases of disputes between partners; and if two partners jointly deliver goods to an agent, and afterwards quarrel, and claim the goods separately, it may be very proper that the agent should be able to compel them to interplead. The case cited from Viner was one in which goods were delivered to the agent by several persons, not by one person, as in this instance. The bill contains no suggestion that Thornton is otherwise than a perfectly honest and innocent party, without knowledge of Daniloff's claim. The characteristics of a real case of interpleader are, that the holder of the goods being under a single liability only, is yet subject to be vexed by more than one claim. The establishment of the title of one claimant, however, is a discharge of the title of all the others. There is no case of interpleader where the holder has made himself personably liable to several persons. All the cases cited establish that definition of interpleader. It is quite possible that the title to goods may be in one person, and, at the same time, a right of action for them may be in another person. The Vice-Chancellor said, in giving judgment in this case, that the title to the goods would not necessarily come into question in the action between Thornton and the plaintiffs. A court of equity would not restrain him from proceeding at law upon the plaintiffs' agreement. [The LORD CHANCELLOR:-If what has taken place amounts to an independent contract, it is one which cannot be decided between the parties in [*15] this suit. Then comes the question, whether what has taken *place does amount to an independent contract. The plaintiffs say it is, in fact, a mere question of title.] (a) 2 Ves. jun. 101. (d) 5 Mad. 47. (b) 2 V. & B. 407. (c) 3 Mad 277. (g) 4 Sim. 218. (h) Now reported, 2 Russ. & Mylne, 606. |