5 Utah 624 | Utah | 1888
Tbe complaint in this case is filed to obtain a reformation of a deed made September 1, 1886, by tbe defendant to the iilaintiff, so as to include 2.55 acres of ground not included therein. Tbe premises in dispute are located in tbe Uintah mining district, and are part of wliat is known as the “Walker and Walker Extension” and “Buckeye Mining Claims,” as located. Tbe material facts, as shown by tbe pleadings and testimony, are as follows: Tbe Walker and Walker extension and Buckeye mining claims were first located as contiguous and adjacent properties. Thereafter, what is known as tbe “Pinyon and Pinyon Extension Mining Claim” was located, and diagonally traversed one end of tbe said Walker and Walker extension and Buck
The owners of the said' Walker and Walker extension and Buckeye claims were in the actual occupancy of said claims as located until the creation of said defendant company, and the said defendant, from the time of such incorporation, commenced and prosecuted mining operations thereon. That, as a consequence, the said defendant became largely indebted, and finally, about the year 1879, William Jennings, who was one of the incorpor-ators of said defendant, and owned 1,500 shares of its capital stock, and his son, one Joseph A. Jennings, took entire possession of said last-named mines, including said area of interference, and began to work and operate them on their own account, claiming to own the same. In the meantime some of said claims against said defendants passed into judgments, its interest in the claims being levied uj>on by virtue of executions issued thereon. The same were sold by the marshal, and bid in by the said William Jennings. The discovery points of both said claims, and the surface workings or entries to the veins of mineral therein, were at all times wholly within the area of interference. The said William and Joseph A. Jennings continued to operate said mines until January 24th, 1883, when the defendant company commenced an action in the third district court against them, and in their
The said William and Joseph A. Jennings, on that day, made a deed to the plaintiff, the consideration expressed therein being $50,000, describing all of said property, including the area of interference or disputed ground, by metes and bounds, and following such description was the following provision:
“The said described premises being mineral entries Nos. 87 and 88, lots 40 and 41, and patented as the Walker and Walker Extension’ and ‘Buckeye Mining claims.’ ” At the same time, and as part of the same transaction, and bearing the same date, they entered into a written contract, which recited the making of the 'deed on that day, and referred to it for a description of the premises affected by the contract, and also cited the pendency of said action between said Wasatch Mining Company and the said William and Joseph A. Jennings, and that the said title involved the title to said lands. It provided that the con*631 tract and the deed should be deposited with the Deseret National Bank, subject to the following conditions: That, as soon as said action should be determined, if such determination was in favor of said William and Joseph A. Jennings, and the title thereby vested in them, the said plaintiff should'pay the said Jennings $42,500, the balance of the purchase price of said lands, $7,500 thereof having-been paid, that being the amount represented by stock owned by William Jennings; and upon such payment the plaintiff to receive said deed. It further provided that if at any time the Jennings should indemnify plaintiff against the claim of the Wasatch Mining Company, that payment of said $42,500 should be made, and the deed delivered, and that if at any time the plaintiff should obtain a conveyance from the Wasatch Mining Company, or a waiver of its claim, payment should be made, and the deed delivered; that plaintiff might at once enter into possession, but should not remove any ores until the delivery of the deed. At the same time of making this contract, and as part of the same transaction, William Jennings transferred and delivered to the plaintiff his said 1,500 shares of the capital stock of said Wasatch Mining Company. At once, after the making of this contract, the plaintiff entered into possession of all the property, including the disputed premises, and has remained in possession. Thereupon the plaintiff commenced to negotiate with said defendant, conducting negotiations on its part by one E. P. Ferry, one of its directors, its president and most of its directors residing in Michigan; the negotiations being-conducted mostly on the part of the defendant by J. G. Sutherland, its attorney. Various negotiations were had, which resulted in an arrangement with defendant on the basis of the Jennings contract, and on the 9th day of July, 1886, the parties hereto entered into a contract, (the defendant being .the first party and the plaintiff the second party thereto,) a portion of which contract is as follows: “Said party of the first part in consideration of the agreement on the part of the second party, hereafter set forth, hereby agrees with said second party, its successors and assigns, to join with the representa*632 tives and successors in interest of William Jennings, conveying to tbe said second party these two patented mining claims, situated in Uintab mining district, Summit county, in tbe territory of Utah, called tbe ‘Walker and Walker Extension’ and ‘Buckeye Mining Claims,’ in fee, according to tbe contract heretofore made between said second party and William Jennings, in bis lifetime, on payment into tbe district court for tbe third judicial district of said territory, subject to an order of tbe court in an action in which said party is plaintiff, and said representatives of William Jennings and others are defendants, with effectual assurance by said second party that fifteen hundred shares of first party’s capital stock, held by said Jennings, and transferred by him at tbe making of said contract, to said second party, shall not participate in the distribution by said first party of said sum of forty-two thousand five hundred dollars; or that, in default of such joint conveyance, said first party will convey in fee said property to said second party after the final determination of said suit, if said first party shall be decreed to be the owner thereof, on payment to said first party of said sum of forty-two thousand five hundred dollars, and said assurance relative to said fifteen hundred shares of said first party’s capital stock as aforesaid.”
The contract further provided that, upon receiving such deed, the plaintiff should make payment and give assurance regarding the participation of said 1,500 shares of stock. Afterwards, on the 1st day of September, 1886, for the purpose of executing the said contract, the defendant made and delivered to the plaintiff a deed (the one sought to be reformed), describing the property as follows: “Those patented mining claims, situate in Uintah mining district in said county and territory, named, respectively, the ‘Walker and Walker Extension Mine,’ as described in patent from the United States to said party of the first part, dated November 6, 1874, and recorded in the office of recorder of said county, in Book E, on pages 19 to 26; and also the ‘Buckeye Mine,’ as described in patent from the United States to said party of the first part, dated November 6, 1874, and recorded in the office of said re
Tbe defendant insists that tbe complaint does not state a case entitling tbe plaintiff to any relief, and that therefore tbe decree should be reversed. Tbe claim is that by the terms of tbe contract between tbe parties, as set forth in tbe complaint and shown in evidence, tbe plain
The next question for our consideration is as to whether, by the terms of the contract between the parties, the disputed premises were included. It will be remembered that this contract for a description of the premises to be conveyed referred to and adopted the Jennings contract.
The testimony shows that the property (including that in dispute) was all the property owned by the defendant, and had always been known and commonly designated as the “Walker and Walker Extension” and “Buckeye Mining Claims;” that the discovery points of both claims were within the disputed grounds; that maps and plats were used by the parties in their negotiations plainly indicating this; that the price agreed upon both with the Jennings party and with defendant was at the rate of five dollars per share of the capital stock of defendant, and this capital stock represented the entire property. In the negotiations the property was often referred to as the property in litigation in the case of the Wasatch Mining Company against Jennings, and it is argued by the defendant that that case only involved the title to the prop