Geddes's Appeal

80 Pa. 442 | Pa. | 1876

Mr. Justice Paxson delivered the opinion of the court,

The appellant and Joseph W. Shriner, the appellant in Shriner’s Appeal, argued with this case, were part-owners of the Union Furnace. The furnace was erected in 1853, and from that time down to the 1st of April 1864 was operated and owned by firms of which Geddes and Shriner were members. On the 1st of April 1864 a sale was made by Geddes and Shriner of their interest in said furnace to Thomas Beaver, for the sum of $25,775.51. Shriner was paid $2000 extra; so that the whole amount of the purchase-money was $27,775.51. Six years, lacking a few days, after this sale, Geddes and Shriner respectively filed their bills in equity against their late co-partners, alleging, inter alia, that they had discovered, since the sale that the furnace was in a prosperous condition on the 1st day of April 1864, and making large profits; that it had made before that time about $100,000, the amount originally invested, which was profit; that the real estate and fixtures had greatly enhanced in value; all of which was unknown to and concealed from them. They also alleged that Thomas Beaver did not purchase for himself, but for the defendants, James S. Marsh, Peter Beaver and Levi Hooke, which fact was unknown to Geddes and Shriner at the time, and was' studiously concealed from them; that they were led to believe by the assertions of their co-partners, or some of them, that no profits had been realized or money made by the firm; and that the furnace was not worth the original investment and interest. They therefore prayed relief, the object of the bills respectively being to set aside the sale of the Union Furnace, and that the deeds-executed to Thomas Beaver might be declared fraudulent and void as an absolute conveyance. The master found against the plaintiffs upon the question of fraud, and dismissed their bills. The court below sustained the finding of the master and dismissed the exceptions. An appeal to this court was entered by the plaintiff in each case. In Geddes’s Appeal there are six assignments of error, which will be considered in their order.

The first, second and third assignments are to the finding of the facts by the master. I have examined the voluminous testimony in the case with great care, and am unable to say that the master’s finding of the facts is not fully sustained. If, as stated in the first assignment, the testimony was equally balanced, it cannot be said that his finding is necessarily erroneous. With a single witness on a side, and an assertion of a fact by the one and a denial by the other, the master may nevertheless find the fact. He may believe the one witness and discredit the other. This occurs almost daily in trials'by jury. Applying to each witness the tests which the law’recognises, the master, who was also examiner, may be able to say which speaks the truth, or which is mistaken. The mere manner of the witness may indicate this. But in such case we have no such test, and must accept the finding of the master. With us it would be the merest guess.

The second assignment refers to a number of distinct questions of fact, the most important of which are the concealment from the plaintiff that Thomas Beaver purchased for the defendants, partners in the firm with plaintiff, and that plaintiff’s interest in the furnace was purchased for several thousand dollars less than it was worth. In regard to the first it is sufficient to say that the master, in his report upon the exceptions, finds the fact to be that it was concealed from the plaintiff that Beaver was buying for the other partners. Of this finding the plaintiff cannot complain. It is in his favor for whatever it is worth. The second ground of objection is not sustained by the evidence. The other matters referred to in this assignment are of minor importance. It was no fraud upon Geddes that Shriner received $2000, or any other sum more than he did, provided he (Geddes) received the value of his interest. A man has no legal right to complain that another has received a higher price fo$ property of similar value.

The third assignment alleges error in ruling that the interpo sition of Thomas Beaver to purchase for defendants was not in itself such an undue concealment as avoided the transaction at the option of the complainant. It is not too much to say that very much of the atmosphere of fraud which has been ingeniously thrown around this case is due to the circumstance of the admitted concealment of the fact that Thomas Beaver was not buying for himself, but for the other partners of the firm. That such a concealment was not a fraud per se, as is assumed in this assignment of error, is easily demonstrated. Of what importance was it to the plaintiff who the purchaser was, provided he obtained his price, or the value of his interest ? It is a very common thing in real estate, and perhaps other transactions, for the purchaser to conceal his name from the vendor, and negotiate through or in the name of another party. The reasons for this are obvious, and such course of dealing has never been held to be fraudulent. It is true there might be a case in which such concealment might be some evidence of fraud. But it would only be so in its relation to other facts, as to which it formed a connecting link in a chain of evidence to establish a fraud, where a fraud in fact had been committed. In this case we have the fact in proof that the relations between the plaintiff and his partners were not of the most amicable kind. This circumstance may have induced the latter to conceal their real purpose. It is said that if the plaintiff had known who the actual purchasers were, it would have put him upon his guard, and perhaps induced him to demand a higher price for his interest. This, if true, raises no equity. The argument, to be worth anything, must go the extent of supposing that the plaintiff would have used the information for the purpose of exacting a greater price than his interest was worth. For if he got its value, how was he injured ? It is possible the defendants had this in view in withholding the information from him. They had a right to, buy upon as good terms as they could, provided they did no wrong to the plaintiff. It is difficult to see why the fact that Thomas Beaver desired to purchase the plaintiff’s interest was not equally as significant as a purchase direct by the defendants. Mr. Beaver had gone out of the firm only the year before. He had sold out at a heavy sacrifice. He was reputed to be a wealthy and shrewd iron master. That such a person desired to come back into the firm would seem quite as suggestive of rising values as that the other partners desired to buy.

The fourth assignment raises the really important question in this cause. Was there such a fraud in this transaction as would avoid the sale ? He who alleges fraud must prove it. And the proof must be clear and satisfactory to induce a court of equity, after the expiration of nearly six years, to avoid a contract which was deliberately made, and has been fully executed.

This furnace was established in 1853. It had made no money prior to 1863. During that year Thomas Beaver sold out his interest at a sacrifice of about one-balf. Some years before the plaintiff had tried to sell to Peter Beaver, but without success. There is no class of real property more difficult to dispose of than an undivided interest in an iron furnace. The iron business is one in which fortunes are sometimes made rapidly, and as suddenly disappear. It is eminently precarious, subject to frequent and violent fluctuations. At the close of ten years of dull times the plaintiff had on hand as unsaleable a piece of property as could be found in the state; yet at the time he sold the tide had turned. He knew this, and was advised not to sell, but very naturally reasoned that if he did not do so when the business was improving he could not sell at all. In 1863 the firm made some money, so that on January 1st 1864 there was a balance in favor of the furnace of $12,000. Up to April 1st 1864 there was made the further sum of $16,499.67. On that day the value of the Geddes and Shriner interests, as found by the master, was $33,833.37. This included interest, which had never been earned, on the investment. The amount paid for these interests was $27,785. We cannot say that this was an inadequate price. We have no reason to suppose any one else would have given more. There is no evidence that any other purchaser could have been obtained who would have given as much. That the business was prosperous, enabling the parties to make large profits, and to pay for the shares out of the profits, is not to the purpose. We are not to judge this transaction by the light of subsequent events. It was consummated in the face of an uncertain future. The ebb and flow of the business tide in that future was concealed from human vision. Had the defendants been stranded amid its breakers, this bill probably would not have been filed.

Given an adequate consideration, and the whole theory of fraud in this case crumbles. It is unnecessary to go over the allegations of concealment and misrepresentation in detail. In the absence of inadequacy of consideration they are not especially significant. Much importance was attached, however, to the letter of Levi Rooke, of February 11th 1864, inasmuch as it is alleged that it grossly misrepresented the value of the property, and induced the plaintiff to sell. It is sufficient to say, in regard to it, that it does not profess to be full and accurate. It refers to the sickness of the bookkeeper, and his consequent inability to make out a balance sheet. It closes with’a request to Mr. Geddes, to come down and see for himself as soon as the bookkeeper got better. Surely if Mr. Geddes was deceived by this letter it was his own fault. He was selling his own property. He .had the fullest access to the books. Those books were his books; they belonged to the firm of which he was a member. No one ever denied him access to them, and it is not even alleged that they contained any false entries. It is not to the purpose that he did not understand them. He could have obtained the services of an expert in case he failed to obtain the information from the bookkeeper. He had the me'ans of information, and it was his duty to have availed himself thereof. He cannot charge any one else with the consequences, whatever they may be, of his own neglect. The remark of Mr. Justice Woodward, in Rockafellow v. Baker, 5 Wright 319, is applicable here: “ But there is neither fraud nor mistake, in the legal sense of those terms, when the buyer of an article, which he finds in market, has a full opportunity to examine it, and when the means of information, relative to facts and circumstances affecting the value of the commodity, are equally accessible to both parties.”

It is to be remembered that the parties are not before us upon a bill seeking specific performance. The contract was fully executed several years ago. We are now asked to undo all this, and remit the parties to their position before the sale. A court of equity should move with cautious and reluctant steps upon such a path as this, for it is a very narrow one. Nothing but fraud or palpable mistake is ground for rescinding an executed contract: Rockafellow v. Baker, 5 Wright 319; Graham v. Pancoast, 6 Casey 97; Nace v. Boyer, Id. 109. Mistake is not alleged. The plaintiff has shown no such clear fraud as would justify us at this late day in disturbing this transaction.

Decree affirmed, with costs to be paid by appellant, and appeal dismissed.