. say what title the holder of the certificate shall be taken to have. The articles mean no more than that the certificate should be evidence of the transfer. Whatever the vendor could sell, he might assign by endorsing the certificate. But in this there is no agreement to assure the title. The certificate itself refers to the articles of association, and the deeds of trust, to show the nature and condition of the property. These articles and deeds prove clearly, that the original purchasers stand on their several distinct purchases, and decline all mutual responsibility. She must, therefore, be taken to have known what she purchased, as the reference in the certificate to the deed and articles was sufficient to put her on inquiry. Where one has sufficient information to lead him to the knowledge of the fact, he shall be deemed conusant of it." Even if her estate had been a legal, and not an equitable interest, this constructive notice would have prevented her from standing in any better condition than those under whom she held. 1819. Brown V. Gilman. The question to be decided. Mr. Chief Justice MARSHALL delivered the opi- Feb. 24th. nion of the Court. The question to be decided is, whether, under all the circumstances of this case, the New-England Mississippi Land Company, or Mary Gilman, shall lose the sum awarded by the commissioners to the Georgia Mississippi Company, in satisfaction for the lien that company was supposed to retain on the lands they sold, for the non a Sugd. Vend. 498. and the cases there cited. 1819. Brown V. Gilman. The nature of the contract Georgia and land Compa ny. and acts of the Company. payment of the notes of William Wetmore, given for the purchase money on his interest in the purchase. In examining this question, the nature of the contract, the motives of the New-England Mississippi Company, and their acts, are all to be considered. The contract was made in January, 1796, for between the 11,380,000 acres of land, lying within the country octhe New Eng- cupied by the Indians, whose title was not extinguished. The purchase money, amounting to 1,380,000 dollars, was to be divided into five instalments, the first of which, amounting to 113,800 dollars, was to The motives be paid on the 1st of May, 1796, and the last on the New-England 1st of May, 1799. It is obvious, that this purchase could not have been made with a view to hold all the lands. The object of the purchasers must have been to make a profit by re-selling a great part of them. Accordingly, we find them making immediate arrangements to effect this object. In February, 1796, before the legal title was obtained, the purchasers formed an association, by which it was, among other things, agreed, that the land should be conveyed to three of their partners, Leonard Jarvis, Henry Newman, and William Wetmore, for the use and benefit of the company. It was also agreed, that seven directors should be appointed, with power to manage their affairs, and, after the company should be completely organized, as prescribed in the articles of association, to sell their lands for the common benefit of the proprietors. In addition to this mode of selling the lands themselves, which might be slow in its operation, it was agreed that each proprietor might transfer his interest, in whole or in part ; and, to facili tate this transfer, the whole purchase was divided into 2276 shares, and it was determined that an assignable certificate should be granted to each proprietor, or to such person as he should appoint, stating the amount of his interest in the company. No certificate was to issue for less than one share. 1819. Brown V. Gilman. Nature of the veyed to the interest con It is of great importance to inquire, how far the company pledged itself to the assignee of this certificate; and how far it was incumbent on him to look certificates of assignees of shares in the New-England beyond the certificate itself, in order to ascertain the Company. interest which it gave him in the property of the company. In pursuing this inquiry, we must look with some minuteness into the state of the property, and the articles of association, as well as into the language of the paper which was to evidence the title of the holder. Although the association was formed before the lands were conveyed, no certificate was to issue until the legal title in the company should be as complete as it could be made. It was obviously necessary for the purchasers, before they proceeded to sell, to examine well their title, and to use every precaution which prudence could suggest, for its security. This appears to have been done. On the 13th of February, 1796, a deed was executed by the Georgia Company, purporting to convey the lands to William Wetmore, Leonard Jarvis, and Henry Newman; and, afterwards, in February, 1797, a deed of confirmation was executed and delivered. By these deeds the Georgia Company certainly intended to 1819. Brown V. Gilman. pass, and the New-England Company expected to receive, the legal title. 'The articles of association direct these trustees to convey the purchased lands to the proprietors, as tenants in common, who are immediately to re-convey them to Leonard Jarvis, Henry Newman, and William Hull, in trust, to be disposed of according to the articles. The certificate granted to each proprietor, for the purpose of enabling him to dispose of his interest, certifies, that he is entitled to the trust and benefit of a certain specified proportion of the property contained in the trust deed, "to hold said proportion, or share, to him, his heirs, executors, administrators, and assigns, according to the terms, conditions, covenants, and exceptions, contained in the said deed of trust, and in certain articles of agreement entered into by the persons composing the New-England Mississippi Land Company." This certificate purports on its face to be transferrable by endorsement. If it amounted to no more than a declaration, that the holder had a right to sell a specified part of the common property, it would be difficult to maintain that the company could afterwards charge this part exclusively with a pre-existing incumbrance. But the certificate proceeds further, and declares that the share, or shares, thus tranferred, shall be held according to the terms, &c. of the deed of trust, and of the articles of agreement. So far, therefore, as that deed, or those articles, encumber the property, it certainly remains encumbered in the hands of the assignee. To what extent does either of those instruments affect the case? The deed from the proprietors to Jarvis, Newman, and Hull, recites the grant of the State of Georgia, the conveyance of the grantees to Wetmore, Jarvis, and Newman, in trust for the NewEngland Company, the conveyance of those trustees to the members of the company to hold as tenants in common, according to their respective interests, and adds, that it is found necessary and expedient, that the premises should be conveyed "in trust to Leonard Jarvis, Henry Newman, and William Hull, Esquires, to have and to hold the same, subject to all the trusts, provisions, restrictions, covenants, and agreements, contained in certain articles of agreement, constituting the New-England Mississippi Land Company;" therefore, and in consideration of 10 dollars, the parties of the first part, severally "remise, release, and forever quit claim, to the said Jarvis, Newman, and Hull, all the interest, &c. which they have, or ever had, or of right ought to have, in the premises, subject, however, to and for the purposes mentioned in the agreement constituting the New-England Mississippi Land Company. The parties of the first part, each for himself," and no further, covenants, that the premises are free and clear of all incumbrances, by him made or suffered to be made, and warrants the same against himself and all claiming under him. A separate conveyance was made by Wetmore, Jarvis, and Newman, to John Peck, who conveyed VOL. IV. 36 1819. Brown V. Gilman: |