Scudder v. The Calais Steamboat Company. Richardson v. Kimball, 28 Me. 463; Holmes v. Sprowl, 31 Me. 75; Barnes v. Taylor, 31 Me. 334; Mitchell v. Taylor, 32 Me. 437; Bixby v. Franklin Ins. Co., 8 Pick. 86; Lord et al. v. Ferguson, 9 N. H. 380; Weston v. Penniman, 1 Mass. 317; De Wolf v. Harris, 4 Mass. 533. No legal title of thirteen twentieths of the Adelaide has passed from the estate of John Van Pelt to the defendants. "The general rule is, that no person can convey who has no title; and the mere fact of possession by the vendor is not of itself sufficient to give title." 3 Kent's Com. 130, 131; Williams et al. v. Merle, 11 Wend. 80. The general rule is not denied, that under a contract for building an entire vessel, no property vests in the party for whom she is built, until she is ready for delivery, and has been approved or accepted by him. Mucklow v. Mangler, 1 Taunt. 318; Stringer v. Murray et als., 2 B. & A. 248; Merritt v. Johnson, 7 Johns. 473; Abbott on Ship. 1-6 (5th Amer. ed.). This general rule does not prevail when a vessel is built under superintendence from the party for whom she is built, and payments for her are made by instalments as the work progresses. In such case the person for whom she is built is the owner. Woods et al. v. Russell, 5 B. & A. 942; Atkinson et als. v. Bell et als., 8 B. & C. 277; Clark et als. v, Spence et als., 4 Ad. & E. 448; Laidler v. Burlinson, 2 M. & W. 602; Chitty on Con. 378, 379 (6th Amer. ed.). A written. agreement that one shall have a part of a vessel then building when completed passes no title. Bonsey v. Amee, 8 Pick. 236. If the court should consider that the defendants have acquired a legal title to the thirteen twentieths of the Adelaide, that title was held by the vendor in trust; and it continues to be chargeable with the same trust as held by the defendants, they not being purchasers for value, without notice. Vanderbilt held whatever title he had in trust. The legal title to a vessel may be in one person and the equitable interest in another. Weston v. Penniman, 1 Mass. 318. Notice to an agent is notice to his principal. Com. Dig. Chan. 4, c. 5; Maddox v. Maddox, 1 Ves. Jr. 62; Fulton Bank v. Canal Co., 4 Paige, Ch. 127; Bank of Alexandria v. Seton, 1 Pet. 309. A pur Scudder v. The Calais Steamboat Company. chaser with notice is bound in all respects as his vendor was. Taylor v. Stibbert, 2 Ves. Jr. 437. Whatever puts a party on further inquiry is sufficient notice in equity. Com. Dig. Chan. 4 C. 2; Smith v. Lowe, 1 Atk. 489; 2 Sug. Vend. & Pur. 471, 472 (10th Eng. ed.); Jackson v. Rowe, 2 S. & S. 472; Kennedy v. Green, 3 Myl. & K. 719, 721, 722; Jones v. Smith, 1 Hare, Ch. 43; Booth v. Barnum, 9 Conn. 286; Pitney v. Leonard et al., 1 Paige, Ch. 461; Hawley et al. v. Cramer et als., 4 Cowen, 717; Carr v. Hilton, 1 Cur. 390; Williamson v. Brown, 20 Law Rep. 397. B. R. Curtis and H. C. Hutchins, for respondents. The respondents purchased the steamboat of Vanderbilt, and paid her fair and full value. Vanderbilt had possession and the record title. Respondents therefore took the legal title. This bill can be maintained on this ground only, otherwise complainant's remedy is at law. If Vanderbilt held his title subject to a trust, the complainant, to maintain this bill, must affect respondents with notice of that trust. No express notice will be claimed, and no implied notice is proved by the testimony. To constitute implied notice of a trust of this character, the evidence must be sufficient to show fraud on the part of the respondents. Jones v. Smith, 1 Hare, Ch. 43. Van Pelt's interest, if any, was to be kept secret; and since his death, no one has changed this arrangement. Having thus clothed Vanderbilt with title, Van Pelt and his representatives are estopped from setting up any claim to the vessel. Pepper v. Haight, 20 Barb. 429. Shepley, in reply. Ordinary prudence is required of the purchaser respecting the title of the seller. Hill v. Simpson, 7 Ves. Jr. 170. The purchaser must in equity be fixed with all the knowledge which it was reasonable that he should acquire, and he is bound to use due diligence in the investigation of the title. Jackson v. Rowe, 2 S. & S. 472. Whatever notice is enough to excite attention, and put the party upon his guard, and call for further inquiry, is notice of everything to which such inquiry might have led. Kennedy v. Green, 3 Myl. & K. 719; Carr v. Hilton, 1 Cur. 390. When it appears that a purchaser must have had a suspicion of Scudder v. The Calais Steamboat Company. the truth, and that he designedly avoided to receive actual notice, he is to be regarded as having notice. Jones v. Smith, 1 Hare, Ch. 43. When a trust is established, equity will follow the legal title, and decree that those in whom it is vested shall execute the trust. "An abuse of trust can confer no rights on the party abusing it, nor on those who claim in privity with him." TayNotice of a trust makes a person lor v. Plumer, 3 M. & S. 574. a privy. Com. Dig. Chan. 4 C. 1. As to the general proposition. Com. Dig. Chan. 4 I. 4; Bovey v. Smith, 1 Vern. 149; Adair v. Shaw, 1 Sch. & Lef. 243; Bank of Alexandria v. Seton, 1 Pet. 299; 2 Story's Eq. §§ 976, 1257. CLIFFORD, J. Most of the facts respecting the title of the complainant as alleged in the bill of complaint are substantially and satisfactorily established by the evidence. Thirteen-twentieth parts of the steamer were built from moneys furnished by the decedent or procured from credits provided by him in his lifetime, and were adjusted and paid by his administrators as legal debts against his estate. Full proof is exhibited that the draft of the steamer was prepared by Vanderbilt as the agent of the decedent, and as such he went to New York to make the contracts for the building of the same and to superintend her construction. Twenty thousand dollars were advanced by the decedent towards the enterprise in his lifetime, and he and Chenery procured a letter of credit from Page Bacon & Co. for fifty thousand dollars for the same purpose. Forty-eight thousand one hundred and ninety-four dollars and fifty-seven cents were obtained on the letter of credit; and the accounts settled in the Probate Court show that the whole amount was paid by the administrators of the decedent to redeem the property pledged as security for the letter of credit. When Chenery agreed to take seven-twentieth parts of the steamer, he assumed that proportion of the moneys first advanced, so that the whole amount paid by the decedent and by his administrators from his estate was sixty-one thousand one hundred and ninety-four dollars and fifty-seven cents; and the evidence satisfactorily shows that the amount thus advanced fully paid for thirteen-twentieth parts of the steamer when completed and furnished. Vanderbilt had no Scudder v. The Calais Steamboat Company. interest in the steamer, and never made any advances toward her construction, except what had been adjusted and refunded to him by David P. Vail, the agent of the owners, long before the steamer was completed. He left certain bonds and notes with the decedent in his lifetime for collection, amounting to the sum of four thousand dollars, but they proved to be worthless, and remained with the papers of the estate for his benefit. All the contracts for building the steamer were made by him in his own name, but the evidence clearly shows that in all these transactions he was in point of fact the agent of the decedent, from whom or from whose estate all the funds were received, except what was advanced by the owner or owners of the other seventwentieth parts of the steamer which is not claimed by the complainant. After the arrangement was made with Chenery, as alleged in the bill of complaint, he and the decedent sent David P. Vail to New York to superintend the completion and furnishing of the steamer, and to close up the concern, pay the accounts, and navigate her to California. That arrangement was made at Sonoma in the State of California, where the decedent was then sick, and was to the effect that Chenery should take seven-twentieth parts of the steamer for himself and Jessup, as stated in the bill of complaint, and that he should have the agency of the whole matter. He adjusted and paid Vanderbilt for all of his services and advances in the premises, and the latter wrote to one of the heirs of the estate that his claims in that behalf were all paid, and that he had passed everything over to the new agent, and had "nothing more to say about the boat." That communication was dated on the 5th of July, 1854, and from that time to the time when the steamer was completed, it is clear, from all the evidence, that whatever he did in the premises was done in subordination to the new agent. Without entering more into detail, suffice it to say that the evidence is full and clear that thirteen-twentieth parts of the steamer were built from moneys and credits furnished by the decedent in his lifetime, and that both Vanderbilt and Vail were mere agents of the party or parties interested in the completion of the work. According to the statement of Vanderbilt, his agreement with Scudder v. The Calais Steamboat Company. the decedent was made at San Francisco, about the 1st of May, 1853, but the evidence tends to show that it was made somewhat later. He made contracts in his own name for the building of the hull and engine, and for the carpenter and joiner work, and for the painting of the vessel. All of the contracts, except that for the building of the hull, provided for performance to his satisfaction; and the payments were to be made at different times, as the work was done. By the terms of the first-named contract, the hull was to be completed in four months from the 7th of July, 1853; and the evidence shows that the vessel was launched. and delivered to Vanderbilt in December following. After being delivered, she was taken to New York, and in a few days subsequently to her arrival there the proper contractors commenced to put in her engines. Vanderbilt states expressly that she was delivered to him on the day she was launched, and that she was ready for sea and made a trial trip in April or May, 1854, but was not then finished. More than fifty-six thousand dollars were expended in her construction and equipment, in addition to the sum of twenty thousand dollars paid to the builders of the hull. On the 7th of April, 1854, four months after the builders of the hull had delivered her to Vanderbilt, without reservation or condition, he took from them a bill of sale of the whole steamer, in consideration of twenty thousand dollars as therein expressed, with covenants of general warranty applicable to the whole interest and value of the steamer. When that bill of sale was given no builder's certificate had been filed in the custom-house, but on the 22d of May following the builders of the hull filed in that office a certificate in the usual form, certifying that the steamer had been built by them at Greenport, in 1854, and that she was owned by William W. Vanderbilt. At whose request that certificate was made does not appear, but on the 9th of September following Vanderbilt had the steamer enrolled in his own name, and on the same day he and Vail made the conveyance to the agent of the respondents in pursuance of a prior contract, as alleged in the bill of complaint. On this state of facts, and by virtue of the instruments above mentioned, it is insisted by the respondents that William W. Vanderbilt was the |