MOULTON v. ousrmn. _ 27
° ceedings is to place the party complaining as nearly as possible in the
same sitiiation as the defendant had agreed that he should be placed
in. It is obvious that persons, strangers to the contract, and there- ¢
fore neither entitled to the rights nor subject to the liabilities which
arise out of it, are as much strangers to a proceeding to enforce the
execution of it as they are to a proceeding to recover damages for the
breach of it." This language is quoted with approval by the supreme
court in Willard v. Tayloe, 8 Wall. 557, 571. See, also, 1 Sugd.
Vend. 349; Fry, Spec. Perf. § 79; De Hoghton v. Money, L. R.· 2
Ch. App. 164. The bill must be dismissed as to all defendants ex-
cept Chafee, trustee. `
Coniining ourselves to the parties to the contract, the question _
remains whether there should be a decree of specific performance
against Chafee and in favor of the complainant. The Hrst inquiry
here is, what title must Ohafee show? We are of opinion that by
the terms of the contract he must make out a good title. The printed
_ conditions of sale govern the contract. They do not state any defect
in the title, or purport to convey only the trustee’s right, title, and
interest. The purchaser had, therefore, a right to expect and de-
mand a good title. In contracts for the sale of real estate an agree-
ment to make a good title is always implied, unless the liability is
expressly excluded, and verbal declarations at the time of sale are
inadmissible to contradict the conditions of sale. 1 Sugd. Vend.
23, 24. _
The next inquiry is, does Chafee show a good title? He claims to
derive title under a deed from the A. & W. Sprague Manufacturing
Company, William Sprague, Amasa Sprague, Mary Sprague, Fanny _
Sprague, and A. & W. Sprague, copartners, in which this estate,
with others, is conveyed to him upon certain trusts. In our opinion
the trust deed sufficiently describes this estate, and the sale was made
under the authority of the supreme court of Rhode Island. The va-
— lidity of the trust deed is, however, attacked on two grounds. It is
declared to be void because not legally authorized by the A. & W.
` Sprague Manufacturing Company. After the various acts going to
showa ratification on the part of the grantors, added to the fact that
all but a small fraction of the creditors accepted in good faith the
notes issued under the deed, the length of time that has elapsed, and
the equities that have intervened, the proposition that this instru:
ment is void because unauthorized can hardly be seriously enter-
tained in a court of equity. Hotel Co. v. Wade, 97 U. S. 13; Dimp-
fel v. Railroad Co. 8 Reporter, 641; Railway Co. v. McCarthy, 96 U.
S. 258.
Again, it.is said the deed is void as to creditors. This objection
is of a more serious character. But we are relieved from deciding ~
this question by the fact that the supreme court of Rhode Island,
upon careful consideration, has recently held that the deed was not
void under section 1 of chapter 173 of the Public Statutes of Rhode