Cahaba Coal Co. v. Veitch

65 So. 75 | Ala. | 1914

SOMERVILLE, J. —

On the evidence adduced we are impelled to the conclusion that the complainant has failed to satisfactorily establish the material and vital contentions upon which alone his alleged equity could be grounded. The weight of the testimony is against his claims, to say nothing of their inherent inprobability in certain particulars as indicated by the evidence.

It is supposed by complainant that, regardless of the want of any agreement made or obligation assumed by respondents, with respect to the purchase of the property, they are nevertheless bound to account to him for an interest of definite value, because (1) he told them they would have to buy him out if they bought for the company; (2) Middleton, president of the company, inquired of him if he would take $2,500 for his interest in the matter (this several days after the company had purchased), and he had said he would; and (3) the company bought under complainant's exclusive and valuable option right, and is therefore bound by an implied obligation to pay the definite amount stated, for an interest impliedly recognized by the alleged inquiry. We have given this theory of complainant's case due consideration and think it is wholly lacking in merit.

The paper called an “option” was a mere nudum pactum, and not only conferred no exclusive right of purchase upon complainant, hut created no right at all in favor of any one. Without consideration of any sort, it was without legal value or effect. It did not enable complainant to buy, and was no obstacle to respondents’ independent purchase if they chose to acquire the property. Its physical custody by respondents, however obtained, was of no advantage to them, and of no detriment to complainant. Respondents could not purchase under it without complainant’s written transfer of his rights thereunder, had it been a valuable and binding contract. It is evident that, though respondents may have bought the property under the terms stated in the memorandum offer to complainant, they in fact bought, and the owners sold, in entire disregard of it. Certainly it is an idle misnomer to say that they used complainant’s option because they had the physical custody of a mere memorandum of the terms upon which the property could be bought, although it was nominally addressed to complainant.

The fundamental fallacy of complainant’s theory lies in the unfounded assumption that he was offering something of value owned by himself, coupled with a condition; and that, in accepting his offer, respondents were bound by the condition previously named to them. But, as we have seen, he had nothing to offer; and, when respondents bought, they were not accepting his offer, but only the offer of the owners of the property. His consent to the purchase and sale was futile and unnecessary, and his opposition would have been equally so.

It might be observed further, though not necessary to our conclusion, that even an actually intending purchaser’s inquiry whether the vendor would take a certain sum for his interest is neither an implied agreement to pay such a sum nor an admission that the subject-matter of the proposed sale is of such a value. Hence it follows that the decree for if2,500 against respondents, as the agreed value of the supposed trust estate, was without support in the evidence. And there was no' evidence upon which even an actual interest in this property and enterprise could have been deemed of value to its owner, if, indeed, it would not have been a serious financial calamity to him.

We repeat the complainant’s case, however meritorious it might be in the abstract, cannot survive the united denials of the three respondents with respect to its essential features; and, out of the sterile soil of actually proven conditions, a constructive trust, one of the flowers of equity jurisprudence, cannot be made to grow.

The decree of the chancery court was erroneous, and must be reversed. Let a decree be here rendered, denying relief to the complainant, and dismissing his bill of complaint.

Reversed and rendered.

Anderson, O. J., and McClellan and Sayre, JJ., concur.