131 Minn. 337 | Minn. | 1915
The trial court granted a temporary injunction restraining defendant land company during the pendency of the action from negotiating or transferring 20 promissory notes of the face value of $35,000 executed by plaintiff to it, and 62 promissory notes of the aggregate face value of $204,000, severally executed to it by six other men, whose rights plaintiff claimed to have under assignments from them. Defendant appealed from this order.
The application for an injunction pendente lite was heard on the complaint, answer and certain affidavits and exhibits. The complaint alleged, in substance, the following facts: Defendant land company is a Minnesota corporation with its principal place of business in St. Paul; its president, manager, and principal stockholder is H. H. Hamilton. Defendant D. M. Dilley was the agent of the land company in the transactions hereinafter mentioned. In August, 1914, defendants, wrongfully and unlawfully conspiring together for the purpose of cheating and defrauding plaintiff and Henry O. Thompson, Ray R. Thompson, F. W. Boesch, Harry E. Woodis and William J. Robinson, all residents of Blue Earth county, by selling to them as the property of said land company
Eelying upon these representations, plaintiff agreed to purchase 5,000 acres of the land, to be thereafter selected by him, for the gross price of $40,000, and a written contract to that effect was executed by both parties. Plaintiff paid $5,000 in cash, less a discount of $1,190 for his share of Dilley’s commissions, and delivered to the land company his 20 promissory notes, one due September 2 of each year beginning with 1915. At the same time the land company made other similar contracts for sales of unselected portions of the tract to the other parties, as follows: To Henry O., Eay E. Thompson and D. M. Dilley (the latter is styled “an ostensible purchaser”), 10,000 acres; to Dilley alone, 10.000 acres; to Boesch, 10,000 acres; to Woodis and Eobinson, 10,000 acres. This made a total of 45,000 acres. After the execution and delivery of these contracts and the notes for the deferred payments, on the suggestion of defendants, made as a part of their scheme of defrauding plaintiff and his associates, the latter and Dilley pooled their interests, modifying the contracts so as to permit the selection of the entire
45.000 acres in common, and formed a corporation to take over the interests of all the individual vendees. In order to make the land to be selected an even 50,000 acres, Hamilton, president of the land company, agreed to take 5,000 acres, his contract, with the others, to be assigned to the corporation, which was thereafter formed under the name “Dilley-Thompson Land Company.” Plaintiff and the othel purchasers, including Dilley and Hamilton, assigned their contracts to
For his second cause of action, in addition to the matters contained in the statement of the first cause of action, plaintiff counted on the Thompson contract; for his third cause of action, on the Boeseh contract; and for his fourth cause of action, on the Woodis and Eobinson contract, alleging that each was procured by the fraudulent representations pleaded, and making the following allegation as the fact and terms of.the assignments by these men to plaintiff:
“That after making said payment and executing and delivering said notes, and before the commencement of this action, the vendee therein for a valuable consideration, sold said contract and unconditionally assigned the same and all his rights thereunder, in writing, to this plaintiff. That as a part of the consideration for said sale and assignment, said plaintiff agreed to assume and did assume all the obligations of*341 said vendee upon and under said contract and the said promissory notes given for the deferred payments thereunder.”
The relief asked was that the court rescind and cancel all of the contracts; that all of the promissory notes be canceled and surrendered to plaintiff; that plaintiff recover of defendants the amounts of the cash payments made under the several contracts, and that plaintiff have a temporary and permanent injunction restraining defendant land company from attempting to enforce any of the contracts or the notes.
The answer of the defendant land company was a very lengthy document, and it is difficult to state its substance in a few words with any accuracy. It contained a general denial, allegations denying that Dilley was its agent in making the sales, and allegations to the effect that the encumbrances on the land were at all times well known to the purchasers. The mailing of the contracts and giving of the notes was admitted, but facts were pleaded, which, if true, showed that the various cash payments were but part cash, with allowances for real estate and other property conveyed by the purchasers to the company, and certain discounts to each purchaser for his share of Dilley’s commissions on the price to the others. It is correct enough to say that the fraud was denied, and an attempt made to accuse the individual purchasers of acting fraudulently as to each other. The other defenses set up or attempted to be set up, are more material to the questions argued on this appeal. The answer alleges that the corporation, Dilley-Thomp-son Company, was formed at the suggestion of plaintiff and his associates, and before any negotiations were opened with defendant; that plaintiff and the other vendees, including Hamilton, transferred their-contracts to it; and that plaintiff and Dilley, acting as the agents of the vendees, went to Michigan to select the lands; were shown by defendant lands that were not encumbered and lands that were, and selected the latter deliberately, because they were more valuable than the other lands, notwithstanding the timber reservations. The answer admits and alleges that after this selection by Dilley, the land company prepared and tendered to the Dilley-Thompson Company a contract for the sale to it of the 50,000 acres selected; that this contract was acceptable to the latter company and its stockholders, except as to about 6,000 acres in the south half of a certain township, in place of
The answer alleges that the Dilley-Thompson Company accepted this contract and ratified the selection of land therein contained with full knowledge of all the facts, and thereupon advertised the lands for sale as the lands of the corporation, exhibited the lands to customers, and made valid and binding contracts for the sale of certain portions of the land.
It is further alleged that the defendant was and is able to immediately furnish fee simple marketable title for said land; that the outstanding “timber permits” can be purchased and the land released therefrom at a nominal sum per acre; that Dilley, in selecting the lands, was not acting as defendant’s agent nor under its influence, but was acting in all things as the agent of plaintiff and his associates, and of the Dilley-Thompson Company and its stockholders. The affidavits and exhibits used on the hearing in the court below relate to the claim that the Dilley-Thompson Company, after it received the contract from defendant, made contracts for the sale of portions of the land to others. It appears that one such contract was made, and that two others were made by one Guttersen, purporting to act as agent for the company, with individual purchasers.
The foregoing statement of the facts is fragmentary, but sufficient, we think, to show the situation before the trial court when it granted the injunction asked for.
Defendant vigorously argues that the trial court erred in enjoining the transfer of the notes pending the action, and for these reasons: (1) All the equities were fully and positively denied by the answer, supplemented by the exhibits, and therefore a temporary injunction should have been denied. (2) It conclusively appears that plaintiff and the other vendees ratified the transactions with full knowledge of the facts. (3) By the terms of the assignments by the other vendees to plaintiff the latter assumed, with full knowledge of the facts, the payment of all the promissory notes, thereby ratifying the transaction. (4) The causes of action, if any, of the other vendees were not assignable, and therefore plaintiff has no interest in the second, third or fourth causes of
Our final conclusion is that the evidence warranted the trial court in granting an injunction pendente lite; whether the evidence on a trial will sustain the granting of a permanent injunction, or warrant a rescission of the contracts, we have no means of knowing. The issues made by the pleadings should be threshed out, and it seems quite appropriate that matters should remain in statu quo in the meantime. It is hardly necessary to state that, in determining whether to grant or refuse a temporary injunction, there is a wide discretion in the trial court.
Order affirmed.