*1 FLORIDA. COURT OP SUPREME Jennings Syllabus. Dale Y.
considered, ordered and decreed the Court hereby, be, of the Circuit Court and the same is said decree affirmed. J., C. Terrell,
West, Whitfield, and Strum J., concur. Brown, J.
concur. M. Appellant, Dale, Ap Jennings, William v. William
pellee. En Banc. July 27, Filed 1925. Rehearing Petition for September 26, Granted 1925. January 14, Re-affirmed Decree 1926. dealing fiduciary in a
1. It is the or confidential .those capacity pertinent all essential to disclose or material facts material to the transaction hand. “fiduciary 2. The term or confidential relation” as used influence, very relative to undue is a law broad one. It has exists, granted, been said that that relief is in all cases acquired influence has in which been and abused —in which reposed betrayed. origin has been confidence and the confidence source of the influence are immaterial. fiduciary The rule embraces both technical relations and those relations informal which exist whenever one man trusts in and relies another. Principles applicable 3. to the more familiar relations of this long by many character have been cisions, settled well-known de- always but the courts have been careful not TERM, *2 y. Syllabus. — jurisdiction by defining feter this useful the exact limits of its exercise. persons that,
4. Wherever two stand in a relation such while it necessarily by continues, reposed one, confidence is and the n naturally grows influence which out of that confidence is by possessed other, abused, and this confidence is or the advantage expense influence is exerted to obtain an at the confiding party, person availing of the so himself of his permitted position advantage, will not be to retain the al- though impeached the transaction could not have been if no relation had such confidential existed. depend upon
5. Each case must its own circumstances. The confidence, consequent duty disclose, and the trust very may expressly appear language parties, of the they may necessarily implied from or their acts and other circumstances. reposed by A relation exists when confidence is
0. confidential accepted other, party and a trust when a one confi- (cid:127) imposed betrayed, or when has dence has been influence acquired and abused. It embraces both technical and been fiduciary informal relations where relations and those one in and relies on another. man trusts necessarily carries with it the of invited confidence 7. The fact square dealing. Any degree superlative of frankness and ethics below this would be disastrous of business standard square institutions and to our commercial and distruetive system equity every principle of our in the teeth jurisprudence. to misconduct hands is confined of clean S. The doctrine opposite party. litigation It and must concern matter large. wrongs application committed at has no complainant is not entitled to that establish In order to equity equitable into with does not come because he relief hands, fraud or deceit it is not essential clean law, or as would an action at a defense to as would be such require contract; equity but it is cancel the a court of FLORIDA. COURT OF SUPREME Jennings Syllabus. guilty appears complainant has been if sufficient it overreaching, unscrupulous practices, has im- or concealed actually fraudulent, facts, though portant or has been advantage position, trickery, taking guilty of his undue or unconscientious conduct. specific performance
10. A court of will not decree the strictly equitable, unless it is and free from of trickery contract party seeking deception jjart on the such inequity plaintiff performance. if is in- Even *3 canceling contract, yet in sufficient to warrant the court may equity plaintiff And be refused its enforcement. will of a where the refuse its aid the enforcement contract plaintiff guilty has been of unconsciousable conduct which legal does not amount to fraud. pleaded 11. The doctrine of clean hands need not be to be avail- able, but where the evidence discloses the unconsciousable transaction, equity will of its own motion character of the apply deny the maxim and relief. remedy any plaintiff suggestion has no at law or that the
12. The argues nothing against against legal the defendant relief equity grant right a of to refuse to aid to of court and brought party which has been into as to a transaction a by by practiced upon party solely him fraud existance transaction, against said a court relief as to whom he seeks principles administration of its does of may may in another not be done itself about what concern forum. trickery faith, and de- in bad resorted has acted One who
13. injustice fraud, guilty or unfairness will ception, been conscience, though in even his appeal to a court in vain strictly kept within the law. wrongdoing himself have affirmed. Judgment for Osborne, Cooper Davis and Cooper, é E.
Robert Appellant; Appellee. Bedell, George C. H. Martin
E. TERM, y. Jennings Court. chancery J. William M. Dale filed his bill in Terrell, in the Circuit County, Florida, against Court Alachua Jennings, seeking Wiliam to enforce a vendor’s lien personal property certain real and in Alachua and other State, require counties this or in lieu of lien such Jennings promissory to execute favor of Dale a certain by mortgage property. note secured on said January 22,1920, alleges agree- bill was filed convey ment to sell and property therein described to Jennings for $750,000.00,the $400.000.00 terms sale to be $350,000.00 cash and the represented balance of to be promissory by Jennings note executed in favor of pay- Dále years date, able five bearing from interest at per six cent, payable semi-annually, and to be secured a mort- gage on the sold specifically and more described in the bill. alleges
The bill also that on December 19, 1919, Dale and wife executed delivered to deed, said and that Jennings paid Dale the said $400,000.00 sum of in cash, and has failed and refused and still refuses *4 make, promissory execute and deliver the said note and mortgage. bill describes in properties full the and im- provements thereon, charges and Jennings that has taken possession of begin and intends to mining operating and property. prays
The bill for an accounting, and Jennings required to execute the mortgage note and and that Dale be decreed to a property have lien on all the described in-the purchase deed for the balance of money, injunc- and for tion and receiver.
To complaint duly the bill of answer was filed, in which was included a cross-bill. The answer admits the execution of the deed Dale and Jennings, wife to but denies the right mortgage Dale to the note and because business OF FLORIDA. COURT SUPREME Jennings of Court. Jennings Dale and between established had been
relations and that of said to the sale reference in rela- accruing from said business profit was a $350,000.00 out- great in detail enterprise. The answer joint tions or the business relations in reference to circumstances lines the subject-matter regard to the of Dale and right Dale to the note litigation, and denies the balance of $350,000.00 as mortgage for any property for said lien on said to have or hold price, or amount. strike, by exceptions and motion was tested
The answer court order of the in the main sustained were which filed which July An answer was 20, 1920. amended dated strike, which motion to by exceptions and was also tested July dated by order of the court main overruled were in the 1921, and the amended answer allowed to stand as a duly Special replication was filed to the amended defense. appointed reported A took and master was who answer. testimony, hearing and on final all the entered court August 20, 1923, Jennings, in favor of his decree and dis- complaint. Appeal is missing the bill of taken from the final decree. presents questions our consideration two
This case for (1) appellant be stated as follows: Has which law hands, clean a court of conscience with Dale entered presented here (2) Do the' facts as show confidential re- Dale and at the to have existed between lation question? time of the transaction litigation is contract embraced of this The basis telegrams passed between letters numerous Jennings. The record shows Dale and Dale and many during acquaintances years, had been Jeninngs *5 business, much Dale as they had transacted time Phosphate Company, and the Dutton of representative Temple, representative Stead and as Jennings VOL. TEEM, Jennings Opinion oí* Court. European, agents Phosphate of Dutton Company. Jennings was a citizen of London, England, and had often extended representatives courtesies to Phosphate Dutton Company during their to Europe, visits while he (Jennings) had turn been entertained the home of Dale when visiting this country, all of which place took period years over a prior to the World War.
The record further shows that was incarcerated as a prisoner civilian by of war during Germans War, World immediately following his release from prison, that is say, to 29, 1918, November he wrote Dale seeking a letter by renew business acquiring relations European selling agency Phosphate for Dutton Comp-- pany, proposing to work "Selling under a Agency capital Limited” with £10,000.00, stock of one half of which by was to be owned in Europe associates and the other half by Dutton Phosphate Company country. in this On re- ceipt of this letter Dale wrote that the Dutton Phosphate Company by had been succeeded Alachua Phos- phate Company him (Dale) president; as that the new with company suspended mining operations had and did not expect mining, to resume but would like to sell their proper- ; they open ties that were to an offer of and could good proposition show a money out of which considerable made; (Dale) could be position give any was in might information that be wanted with reference to the matter, proposition entertain a carry would on the busi- country, ness in this very large and that reason of his experience prosphate posession business he was in valuable information about it which would be him useful to manager and as miner. juncture Jennings
At this up took the matter with the Company London, Produce Brokers England, pros- pectus properties prepared was from information lengthy Dale, correspondence furnished and after a *6 SUPREME COURT OF FLORIDA. y. Jennings
Dale Court. Jennings by Jennings Dale guest two visits to in which was a Dale, agreement in home of an was reached for the the part on purchase of "the the of Produce Brokers property $750,000.00. for sum of In connection with Company the Jennings, agreement purchase requested the Dale make to to salary manage a to company proposition his for the affairs making suggestions business on this side. After some the in policy, with reference to matters of connection with business, replied Dale as follows: pursued, position this I am in in- course to “Should you up-to-date, efficient, prompt sure accurate and ser- myself very accountancy, in being thorough vice, besides my thorough knowledge phosphate from business you every efficiency, my every angle insure and would my employer close attention to the affairs of never has * * * questioned. accept I will been, nor ever will be monthly annum, payments, at position $10,000.00 per ’’ year. for first on proposition manage property Dale’s this side accepted/ Jennings London once promptly was left at Gainesvile, arriving 12, 1919, for there at four December morning; met o’clock in he was Dale who carried (Dale’s) home, guest him to his where remained until early January. Negotiations between Dale early looking purchase Septem- in 1919. On were started option from the Dale secured Alachua ber Phosphate Company assets, all their said litiga- being identical involved .assets this $400,000.00cash, sum of which Dale was tion, for the out provided option $10,000.00 was to have commission money paid by January 31, 1920. Not- exercised withstanding option, reply request part to a this early October, 1920, dated a three- option replied in effect that it would dif- months’ TERM, 1925.
VOL. *7 Jennings of Court. Opinion — that it was dangerous and delay was obtain, to fieult great bargain. a country, or about this after the arrival
Soon Jennings^in his to divide December, 1919, Dale offered middle of Jennings refused $10,000.00 him, but with commission Company Brokers employer Produce accept unless his to amopnt. not Dale would for that given credit could Jennings December, 18th of to this. On the consent arrangements perfected financial that he had advised Dale his presented Dale ready transaction. to close the and was Jennings had ex- properties. for the to deed Company, Phosphate from Alachua pected the deed come Dale, turned Company seeing deed from said but after The payment. cash $400,000.00 as the draft for over deed, Phosphate failure of Alachua Com- source of the Brokers its stock and abstracts to Produce pany to transfer reference to his Company, deception and the Dale with matters, precipitated the breach be- commission, and other Dale; Jennings to Jennings and hence the refusal of tween mortgage $350,000.00. the note and execute analysis one briefly of the whole record on careful Stated Jennings approached Dale fact that impressed with the is confidence; throughout entire good faith and year than a covering period a of more transaction on Dale’s statements and (Jennings) implicitly relied transaction, to the and that such judgment reference with only Dale but was not invited and confidence reliance many years’ acquaintance and his belief was based integrity. capacity and commercial him as a man of business good faith expressions of trust and accepted all these Dale him Jennings, but deceived with reference part of on the capacity and commission, representative his option, his necessary to enume- importance minor matters of other rate here. SUPREME COURT OF FLORIDA. Court.
I clearly fiduciary think the record shows a or confi- existing dential relation Jennings, between Dale and that it was the of Dale to disclose the truth refer- with option, commission, ence to his his representative capa- his. city all other facts material to the transaction. His failure to do this was fraudulent concealment from Jen- nings of information that he was entitled to. “fiduciary relation,” term confidential as used very influence,
in the law relative to undue
broad one.
granted,
exists,
It has been said that it
and that relief is
*8
acquired
in all cases in which influence has
and abused
been
betrayed.
—in
reposed
which confidence has been
and
The
origin
the
of the confidence and the source of
influence are
fiduciary
immaterial. The rule
technical
embraces both
informal relations
exist
relations
those
whenever
Stahl,
man
in and
another.
v.
one
trusts
relies
Stahl
73
319-321,
131,
617,
N. E.
214 Ill.
68 L. R. A.
105 Am. St.
2
Rep. 101,
Sample,
Ann. Cas.
Irwin v.
72
687,
N. E.
690,
(quoting
adopting
Courts of refrained from fiduciary particular instances of relations in such perhaps might a manner that other and new cases be ex by overwhelming weight cluded. It is settled of author ity every possible principle extends to case fiduciary which a as fact exists which confi relation resulting superior reposed on side and there is dence is one other, ity influence on the and the relation and duties may moral, social, legal, in it but be involved need merely personal. Cooksey, Hensan v. 237 Ill. domestic or 413, 1107; Beach Wilton, 244 Ill. 91 620, 86. N. E. Wright, 14 D. 103 N. W. Rep. 492; Beare v. N. N. E. 409; Pomeroy’s Eq. (4th ed.) 69 R. A. Juris. Rep. 632, L. § 956. TEEM, 1925. -...................... —- ; y. -Opinion of Court. by fiduciary
The rule as to disclosure those relations Williamson, Eeports, has been well stated Tate v. Law Chancery Appeal Cases, p. 55, text 60 and where court said: jurisdiction by
“The exercised Courts of over dealings fiduciary persons standing in certain relations always regarded salutary has been as one of a most de- scription. principles applicable familiar to the more many long relations of this character settled have been decisions, always well-known but the Courts have been jurisdiction by careful defining not to fetter this useful persons exact limits its exercise. Wherever two stand in that, continues, such a it confidence relation while necessarily is reposed one, and the influence which naturally grows possessed by of that out confidence other, abused, and this confidence is influence is advantage expense exerted obtain an at the of the con- position fiding party, person availing so himself of his advantage, although permitted will not retain the impeached if could not been no such' con- transaction have fidential had existed. relation *9 Williamson, Eq. 1 L. 528,
See also Tate v. R. Cas. text Kellam, 536; Rep. 243; Keith v. 35 Fed Cheuvront v. 171, Rep. Va. 46 Cheuvront, 233; 54 W. S. E. Stuart v. Hauser, 53, Ewing 72 Ewing, 9 Pac. v. Idaho Rep. 719; Rep. 33 v. 414, 811; Buckley, Okla. 126 Pac. Branch 109 Rep. 652; Va. 784, Soule, App. 65 E. Bacon v. 19 Cal. S. 428, 384; Salhinger Salhinger, 126 Rep. Pac. v. 56 Wash. 134, 236; Eq. ed.) 2 Rep. Pomeroy’s (4th 105 Juris. Pac. 955, 956. §§ Pomeroy’s Equity (4th ed.), 902, Jurisprudence
Section 2, says all in it Yolume that instances which becomes may party having knowledge of the disclose divided classes. The second class eovers the into three case at bar and is as follows: 244 SUPREME COURT FLORIDA. OF y. Jennings Court. second
“The class embraces instances those existing special fiduciary is no relation between the there parties, and the transaction is not its essential nature appears if fiduciary, but it that one or either each of parties, entering transaction, into the contract or other expressly reposes a other; trust confidence in the case, else from the circumstances of their the nature of position dealings, or their each other, such a trust towards particular necessarily implied. confidence case is The nature of the transaction is not test in this class. depend upon Each case must its own circumstances. confidence, consequent duty disclose, trust and and the appear by very expressly language parties, they may necessarily implied from their acts and ’’ other circumstances. Hadley County Importing v. Clinton Co., St., 13 Ohio 502, 82 454; Am. v. Dietz, 300; Dec. Schiffer 83 N. Y. Montgomery, Brown v. 20 N. Y. Republic Bank of Baxter, v. 31 101. Vt.
A reposed confidential relation exists when confidence is party accepted one and a other, trust when imposed betrayed, confidence has been influ or when acquired ence has been and abused. It embraces both fiduciary technical and relations and those informal rela Mayrand tions' where man trusts in and one relies on another. 45, 48, Rep. 1040; 61 N. E. Mayrand, v Ill. text . Ency. supra; Eng. (2nd 14 Am. & Law Wilton, Beach v. Bitner, 79 Md. 28 Atl. ed.) 69, 70; Zimmerman v. Co., Trust Rep. 820; Dickerman Northern U. S. Sup. Rep. 311; Loudenslager v. Wood text Ct. Eq. 556, 43 Atl. bury Heights Co., Land 58 N. J. English was
The record here discloses recently prison; from a subject released German *10 business'integrity Dale, his old friend and whose wrote securing purpose em- great confidence, had with the he 1925. 245 TEEM, Jennings y. Dale Opinion of Court.
ployment; that proposed sale; Jennings gm Dale Company interested, Produce Brokers and the terms agreed sale were Jennings implicity on. relied because of knowledge broad phosphate business and because of his integrity. business Dale deceived as to option, accepted but at a employment under him salary $10,000.00 per annum, pretended repre- to be senting Alachua Phosphate Company, when was he representing himself, (Jennings) and led him to believe $750,000.00 was the amount exacted Phosphate Alachua Company when in fact $350,000.00 of this profit amount was In for Dale. such conduct he concealed from facts that was required law to reveal, so he has no standing in a court of equity. foregoing argument necessarily as to this case con- question
cludes the inception of clean hands. Prom the of the transaction Jennings reposed a in Dale confidence that was invited both in deed language. They at no time at dealt arm’s length, and fact of invited confi- necessarily dence carries with superlative it the degree of square frankness and dealing. Any standard of business ethics below this would be disastrous and destructive to our commercial square institutions and in the every teeth of principle system equity of our jurisprudence.
The doctrine of clean hands is confined to misconduct in litigation matter and must opposite concern the party. It has application no wrongs committed at large. Berry, Miller v. 78 764; Fla. 82 Rep. South. Searles, York v. 97 App. (N. Div. Y.) 90 N. Supp. 37; Y. Brown, Brown v. Conn. Rep. Atl. F.C. Simmons Co. v. Drug Medicine Mansfield Co., 93 Tenn. 84, S. W.
"In order to that complainant establish is not entitled equitable relief because he does not come into
246 FLORIDA. SUPREME COURT OF of Court.
Dále v. — fraud or hands, with clean it is not essential that the law, deceit an action at be such as would be a defense to con require equity or would a court to cancel the as complainant tract; appears it but it is sufficient if overreaching, guilty unscrupulous prectices, has or been actually important facts, though or has concealed not trickery, taking undue fraudulent; guilty or has been advantage unconscientious conduct.” position, of his Weeg Rep. 951; 65 Little, 640, v. 188 Ala. South. Harton Bentley 223 Killefer, Rep. 168; Tibbals, han v. 215 Fed. v. Rep. Rep. 247; Kenyon Weissberg, v. 240 Fed. Fed. 395, 4 Langley Devlin, 171, v. 95 Wash. Pac. A. L. R. text and note. subject-matter litigation language pertinent to the
In fol- the Equity page 74, at records Eaton in his work on hands: subject of clean lowing on the illegal only fraudulent and applies maxim “The unconscientious, ox- any unrighteous, transactions, but to equitable interference seeking one oppressive conduct equity will not decree A court of his own behalf. strictly unless it specific performance of a contract deception trickery from equitable, and free performance. party seeking such Even if part of the plaintiff is insufficient to warrant inequity of the yet contract, plaintiff cancelling court And will aid its refuse its refused enforcement. plaintiff a contract where has been the enforcement conduct which does not amount guilty of unconscionable fraud.” legal 172; Lang- Rep. 168, text Killefer, 215 Fed. Weegham ed.) Pomeroy’s Eq. (4th Jur. supra; Devlin, ley v. 404. 398, 400, §§ doctrine in this connection to state proper
It is available, but pleaded to be not be hands need of clean character the unconscionable discloses evidence where TERM, VOL. Jennings Opinion oí Court. *12 equity the transaction, will apply of its own motion deny
maxim and Bentley Rep. Tibbals, relief. v. 223 Fed. 247; Harton v. Little, 188 640, Ala. 65 Rep. 951; South. Bivert, Creamer v. 214 473, Mo. 113 Rep. 1118; S. W. Langley v. Devlin, supra. suggestion plaintiff remedy
The that the law has no at any legal against argues nothing the defendant relief against right equity aof court of to refuse grant party aid to a as to a transaction which has been brought solely by into practiced existence the fraud him party against whom he seeks relief as to said A its transaction. court of in administration of principles may may does not concern itself about what be in not done another forum. (Cal. Miller v. Kraus Rep. 838; App.), Langley Devlin, 155 Pac. Note to v. supra. any being in wilful act the actor the case at bar
Dale litigation subject in part relating on his to the matter wrongful honest and declared would be condemned.and unclean. his hands to make fairminded men is sufficient repeatedly declared this to and text-writers have Courts faith, in who has acted bad re law, and that one fraud, guilty of trickery deception, or been sorted to justice appeal in vain a court of or unfairness will may though wrongdoing have conscience, even his kept strictly Weeghan Killefer, himself within the law. 820; Brown, L. R. A. 1915A Brown v. 215 Fed. Rep. 490; C. F. 34 Atl. Simmons Medicine Conn. Rep. 165; E. Drug Co., 93 Tenn. 23 S. v. Mansfield Co. supra. Little, Harton v. opinion in this the decree announced
For the reasons hereby affirmed. is the chancellor J., J. concur. J., C. Bbown, and Ellis West, SUPREME COURT OF FLORIDA. Jennings Concurring Rehearing. —On Whitfield, J., part. concurs J., participating. not Strum, J., concurring part. Whitfield, misleading conduct had relation identity vendor rather than to the nature and values properties involved in the transactions. Fraud injury remediable; (See without 26 C. J. 187); C. J. and fraud 27 C. J. waived. *13 seeking re properties took over the without to inequitable con scind the after discovered the identity made, of Jen showing Dale. the the duct of On immaterial, and Dale’s relatively nings’ vendor of were Jennings, properties if the injury of no conduct materially value than greater good title and were then of payment price made Dale. of first amount the the may not properties the for agreed pay his vendor Dale sale. Dale’s at the time of of their real value conclusive (Busch precludes specific performance in conduct not, might Rep. 704), it v. 83 South. but Baker, Fla. transaction, and circumstances of the under all the facts allegations upon him due and from some relief exclude properties and fair values for proofs good of titles actually fully paid kept and for received were complained Jennings after he discovered and of mis Thompson Dale. leading Newell, conduct of See 94 W. App. Catsigianis S. Vlates v. Mo. Rep. 441; 27 W. C. J. 100. (Mo. App.), 202 S. Rehearing. On equally appellate court are of divided the members 1. Where judgment, appeal opinion a or order on whether decree as to affirmed, or he reversed there of error should or writ TERM, 1925. Rehearing. y. —On change judicial opinion premises prospec.t of in the no change personnel court, the immediate judgment, affirmed, decree or order should be so that the liti- gation may unduly prolonged. not be Supreme sitting 2. Where the members of the Court six mem- body equally bers after full consultation are divided opinion judgment reversed, as to whether or not a should be change prospect no an immediate there is personnel court, becomes who favor it those thereby reversal to vote with those who affirmance and favor judgment case, In affirm the of the lower court. such a while judgment cause, is a bar to another action for the same yet, questions as no matters of are far law decided so as concerned, equally which the court is divided are judgment dignity judicial precedent possesses no as a force as to such matters.
Decree affirmed. Cooper Osborne, for Cooper, Robert E. Davis and & Appellant. Bedell, Appellees.
Docker.& Martin and Geo. C. *14 Rehearing. On rehearing having granted Per Curiam. A been herein arguments having again fully and the record and been con sidered, Mr. Justice, Chief Justice ELLIS and Mr. the opinion ap TERRELL are of the that the decree Justice first to the pealed pursuant from should be affirmed WHITFIELD, Mr. herein, Mr. opinion filed while Justice opinion BUFORD are of and Mr. STRUM Justice Justice part in as indicated reversed decree should be that the herein; therefore, decree opinions filed the separate the may disposed of. appeal be that the so will affirmed be equally are court appellate of the members Where the decree or judgment, whether opinion in as to divided 250 FLORIDA. SUPREME COURT OP Court. —Decision appeal writ order of error should be reversed or affirmed, judicial prospect change is no of a there opinion premises change in in the the or of an immediate personnel should court, judgment, of the the decree order unduly pro- affirmed, litigation so not be longed. 323, Fla. 102 South. Wilson, 88 Stubblefield 885; Rep. 55, ex rel. 100 Hamwey, State Amos v. 87 Fla. 87 796; Macha, South. Colman v. Fla. 100 South. Rep. 796. sitting Supreme
Where the Court six members equally body members after full are consultation opinion judgment divided as to not a whether or should reversed, prospect there immediate is.no change court, it personnel becomes of those who favor reversal to with vote those who favor thereby affirmance judgment affirm the lower In court. such judgment case while the is a bar to another action for cause, yet, the same as no law matters of are questions decided so far as the court equally divided are concerned, judgment possesses no dignity judicial or force precedent as a as to such matters. ex Hampton State rel. v. MeClung, 47 Fla. text Rep. 5; 1122; South. 4 C. J. Cyc. R. C. L. appealed The decree from is affirmed.
Whitfield, J., dissenting. STRUM,
Mr. Justice who did not participate in the herein, former decision now separate opinion concurs also-joins heretofore filed writer and the. view Phosphate the Alachua Company conveyed legal as president, Dale, to the to its conveyed title who *15 part payment Jennings, to and received from a lien the the Dale shoidd be decreed for balance of value TERM, 1925. Jennings Dissenting Opinion. of of property, the which lien would inure to the benefit company premises. if that the the J., concurs. Strum, J., dissenting.
Buford, clearly the very outlined Mr. TERRELL has Justice presented the the issues were to pleadings under which in this was entered which final decree trial court asso- my however, to follow esteemed unable, I am cause. ciate in his conclusions. president appellant, then
Early year 1919 the the Company, took Phosphate Alachua private corporation, up appellee proposal purchase sale with the the president. he was holdings corporation of the of which the nego- the appears that the court it Prom the record before by him in name of forward the tiations were first carried con- they give promise of corporation, began the but as to remaining president of appellant though summation the continuing nego- corporation the idea of the the conceived that, when record discloses in his own name. The tiations negotiations point these had where a sale reached the the procured from appellee appeared probable, he then corporation option property in his own price at a much he considered name less than what property figure actual value and at a is shown record not price to have been a fair for and value property. It appears attemtpted capitalize that he knowledge his of the affairs'of corporation, his knowl- edge property knowledge probable of the and his opportunity value, property price to sell at a fair large profit himself, par- to make a which would ticipated stockholders, other from the sale of corporation president. of which he was the *16 SUPREME-COURT OF FLORIDA. y. Opinion.
Dale
Dissenting
—
any
The
appellant
record does not show that the
took
advantage
appellee. Appellee
beginning
of the
from the
knowledge
appellant
president
had full
was the
was
appellee
Phosphate Company,
Alachua
and therefore
appellant could
charged
knowledge
with
any
occupy
appellee
in
relation toward
which would be
duty
for the
president'to
consistent with his
as such
trade
was
owning corporation,
interest and
that it
benefit of the
president
procure
price
of such
ob
to
the best
property.
alleged
tainable for the
Under the facts
pleadings,
which are sustained
evidence,
Dale could
lawfully
not have
acted in behalf
in this trans
action
position
because
president
his
as
owning
of the
com
pany precluded
acting
his
on behalf
Jennings. Appellee
charged
was
with
knowledge
this
and therefore
could
have
fiduciary
assumed no
relation with Jennings which
would affect
this transaction as between Dale and Jen
nings. Higgins v. Lansing, 154
301; Purdy’s
Ill.
on
Beach
Private Corporations,
See.
Saving
Greenfield
Bank
v. Simmons,
The showing appellant is that sold and delivered all that agreed he to sell and deliver. That the sale was for a con- equivalent sideration to the fair value of property at the time. That appellee, with all him, the facts before took title property, to the delivered $400,000.00 the sum of part payment as purchase price agreed pay balance of the price in $350,000.00 the sum of with interest at give and to mortgage notes and 6% payment secure the same afterwards declined carry agreement although out his capitalized has $1,000,000.00. at appellee appears equities to have no in his favor upon which he can a claim against pay- base for relief TERM, 1925. Jennings Dissenting- Opinion. *17 purchase price ment of the balance of property involved.
The preclude record shows a state of facts which should appellee retaining property paying from without alleged proved purchase price, price is neither actual value of to have been at all excess of the delivery. property at the time of sale equity. precludes specific performance Dale’s conduct Rep. 704. Baker, Bush v. 79 Fla. 88 South. Company suc- Phosphate or not Alachua
Whether (should he cessfully a suit collect from maintain money for same) the balance of collect the in- question appellee is was sold to property which the but which was jected the evidence into this cause pleadings adjudication under the before the Chancellor by a decree and which therefore not to be determined cause. entered this direc- and remanded with should be reversed decree appellant against be entered in favor
tions that decree interest thereon $350,000.00with sum of appellee th for the day December, 19th per annum from the at 6% equitable upon the lien appellant do have conveyed payment for the of such amount-found purchase price of such due as the balance to be property.