present value and price placed upon the land in question by the complainant was $4,500. The evidence by all parties who testified in the case upon that subject fully sustains the view that the present value placed upon the farm was $4,500. She had very recently, before she entered into this contract under consideration, been offered and had refused $4,000 in cash, which was by far more advantageous by many hundred dollars than this contract, if this interpretation contended for by defendant is to prevail.

*

"The fact that an additional contract was provided for negatives defendant's contention of the understanding claimed by him. The contract recites that at the termination of three years he can buy the same and receive a deed therefor from complainant by paying the purchase price. It does not recite that it shall be the balance of the purchase price. The fact that no interest was provided for, together with the fact that complainant should pay all taxes upon the property, *is quite conclusive that the annual payments and the improvements provided for were intended as and for the use of the property until such time as the sale should be perfected. The payments would fall far short of an amount sufficient to meet the taxes and the legal interest upon the sum which complainant had been offered in cash by other responsible parties for the property. I am convinced defendant Coryell was well advised of the situation, and well knew that the true meaning of the contract was as contended by the complainant.

66

"It is claimed by the defendants' counsel that, even should it appear that complainant is entitled to relief against defendant Coryell, she should not recover against defendant Wickham, for the reason that no confidential relations existed between these parties, and the complainant has no legal right to rely upon verbal statements and neglect to employ the means at hand (the written contract), by a careful reading of which complainant could have been fully informed. This, perhaps, would be of greater force, were it not for the fact that the contract was uncertain in many of its terms, and can only be properly understood by the aid of evidence outside of the contract itself.

"It is also contended by defendants' counsel that complainant is entitled to no relief against defendant Wickham under the maxim or principle of law that, 'when one

of two innocent parties must suffer by the fault of a third, he shall sustain the loss who put it in the power of the third person to occasion it.' This rule does not apply in this case. This contract, by its terms, is not clear, and should have put the purchaser upon inquiry. The contract is nonnegotiable, and an assignment of it only transfers such rights as the grantor possessed, and is subject to all the equities existing between the original parties at or prior to the assignment. Defendant Wickham could have easily ascertained the true conditions between the original parties, and a prudent person would have done so. The assignee can always, by a limited amount of ordinary pains, ascertain what claim may exist in the premises in such cases, and due prudence would have enabled him to become fully informed in the matter.

"While in this State a vendee may assign his written contract of purchase, yet the assignee succeeds only to the rights of his vendor, and to no greater rights. Hence it will be inferred from the foregoing that the purchase price mentioned, as a sum to be paid at the end of three years, meant that the sum of $4,500 must be paid, or a satisfactory contract between the parties must then be made in the premises between the parties in interest; and such a decree is ordered in this case, in such manner interpreting, construing, and determining the proper meaning of said contract which, in the light of all the evidence in the case, will carry into effect the actual intent of the parties to the agreement under consideration, which the court finds was so claimed by the complainant. All instruments and agreements are to be so construed as to give effect to the whole, or as large a portion as possible, of the agreement or instrument under consideration, and in construing such an instrument it is proper, if two constructions are fairly possible, to adopt that one which equity would favor, which, in this case, is clearly in accord with the complainant's contention."

Referring to the rights of the defendant Wickham, it is only necessary to say that at most he was the purchaser of an equitable interest. The assignee of a contract of this nature takes it subject to all the rights and equities existing between the original parties. Edson v. Gates, 44 Mich. 253 (6 N. W. 645); Storey v. Dutton, 46 Mich. 539 (9 N. W. 844); Howell v. Medler, 41 Mich. 641 (2)

N. W. 911); Seligman v. Ten Eyck's Estate, 49 Mich. 104 (13 N. W. 377); Hooper v. Van Husan, 105 Mich. 592 (63 N. W. 522); Hamaker v. Coons, 117 Ala. 603 (23 South. 655); 4 Cyc. pp. 14, 64, 79; 2 Boone on Real Property, §§ 259-374; Parmly v. Buckley, 103 Ill. 115. The decree of the circuit court is affirmed, with costs to complainant. She will, however, recover her costs in this court only against the appellant.

MOORE, C. J., and STEERE, MCALVAY, BROOKE, BLAIR, and OSTRANDER, JJ., concurred. BIRD, J., did not sit.

BELKNAP v. TOWNSHIP OF BENTON.

1. MUNICIPAL CORPORATIONS-TOWNSHIPS SERVICES FOR INDIGENT PERSONS.

Where plaintiff, a physician, being called in an emergency to treat an indigent patient, afterwards notified the supervisor of the township in which the patient resided that the father of the patient was unable to pay his bill and the supervisor directed him to treat the case and the township would pay the account, the only questions for the jury were plaintiff's good faith in the rendering of the services and whether the supervisor made an investigation and employed the plaintiff; it was error to permit the jury to determine as an issue in the case whether or not the patient's father was able to pay for medical services.

2. SAME SUPERVISOR-CONTRACTS.

Under 1 Comp. Laws, § 2336, the determination by the supervisor that the patient was entitled to relief was an official act binding the township to pay for medical services rendered in good faith in reliance on his direction.

3. SAME-PUBLIC OFFICERS.

When an officer has particular authority to exercise his judg. ment, after investigating the facts of which he is made judge, his finding of such facts is conclusive.

Error to Berrien; Coolidge, J. Submitted January 15, 1912. (Docket No. 70.) Decided March 12, 1912.

Assumpsit by Fred R. Belknap against the township of Benton for medical services rendered to an indigent patient. Judgment for defendant. Plaintiff brings error. Reversed.

George W. Bridgman, for appellant.
Gore & Harvey, for appellee.

STONE, J. This is an action of assumpsit brought against the township of Benton, in Berrien county, to recover for services of the plaintiff, who is a physician and surgeon duly licensed to practice, in performing a surgical operation upon, and care and treatment of, a young man named Edwin Pascal, who was under the age of 21 years, and a resident of said township of Benton, who had been severely injured by a gunshot; the bone of the right arm being shattered, and muscles, ligaments, nerves, and arteries lacerated and torn away. The services began on the 27th day of March, 1904, and continued until sometime in the month of July following.

It may be said that this record presents the question whether the township of Benton is liable, and shall pay for the surgical treatment rendered to the boy by the plaintiff. It is undisputed that the father had not requested public aid. It was the claim, however, of the plaintiff, upon the trial, that the supervisor of the township authorized the treatment at public expense. The plaintiff testified at considerable length upon this subject, claiming that it was a case of great emergency, and the plaintiff testifying, and it being undisputed, that he found the patient in a desperate condition; that the right arm

near the shoulder was, practically, completely severed. The bone, muscles, and nerves, and a large part of the blood vessels, were torn. In fact, nothing was left of the arm except a slight attachment which could have been clipped off with a pair of scissors. He testified that he proceeded to treat the boy, causing him to be removed to Mercy Hospital and taken into the operating room, where the plaintiff, with the assistance of two other physicians, spent nearly the entire afternoon in getting the arm in proper shape. The plaintiff continued to treat and care for the young man, and saved the arm. There is no claim or evidence that the charges for the services alleged in the declaration are in any way unreasonable.

On the evening of the day of the accident, or the next morning, plaintiff testified that he wrote to Mr. Jakway, the supervisor of the township, telling him of the injury, and that in the emergency he had been called upon to attend said Edwin Pascal, and that he was informed the father of the boy was poor and unable to pay any bills, and that he (plaintiff) desired to see him in relation to the matter at once. This letter was not replied to until the 5th of April following, when the supervisor wrote the plaintiff the following communication:

"Dear Sir:

"Yesterday, as you know, was town meeting, and as I had no reasonable grounds to expect re-election I thought it best to let the incoming supervisor take the case. However, the people have decided to hold me another year, so you may expect to see me Saturday p. m.

"Very truly,

"J. J. JAKWAY."

On the Saturday following there is no question that Mr. Jakway met the plaintiff at the latter's office. The plaintiff testified positively, and insists, that Mr. Jakway, as supervisor of Benton township, after making some investigation, authorized and directed him to treat the case, and care for the young man as a poor patient, make his bill as low as he could, and that the township would stand