251 Pa. 348 | Pa. | 1916
Opinion by
This case was tried in accordance with the Act of April 22, 1874, P. L. 109, by a judge without a jury; the action was in assumpsit, the plaintiffs claiming $275,000 under a written contract. After receiving evidence of the steps leading up to what the trial judge found to be the agreement in question, also concerning the conduct of the parties at the time of, and immediately after, the execution of the writing sued on, the court below concluded that the contract was void as against public policy, and entered judgment in favor of the defendant; the plaintiffs have appealed.
The material facts in the case as found by the trial judge are given more at length in the notes of the reporter published in connection herewith; but, so far as
In pursuance of the agreement as just stated, on August 4, 1908, the written contract in suit was prepared and executed, and six days thereafter the parties appeared at a meeting of the land commissioners in Idaho, which had been arranged for the purpose, and the plaintiffs’ proposal was formally withdrawn. In making this withdrawal a representative of the plaintiffs addressed
The plaintiffs contend, as they did in the court below, that the sought-for grant was not a franchise, that there was no competitive situation, and therefore, the contract in suit was in no sense harmful to. the public; that the balance of the $300,000 named in the written agreement was due to them as a consideration for the assignment and transfer to the defendant of the maps, plans, surveys and estimates mentioned therein, together with any interest which they might have, or be entitled to claim, under their application, which was filed more than two months prior to that of the defendant’s company; that, since their application was filed before the proposal of the defendant, it was prior in time, and hence prior in right, and for that reason it had a value which (like a location or entry upon lands under the homestead and other such laws) they had a legal right to realize upon by sale or otherwise; that if their interest in this application had no substantial value which could be disposed of by sale, still, since the transfer of tangible property, i. e., maps, plans, etc., was provided for in the agreement, that was sufficient to support the consideration and carry the contract; and finally that, since the writing was valid upon its face, and the plaintiffs were not obliged to prove any facts aliunde the written contract in order to establish their case, the defendant should not have been permitted to introduce oral evidence of the negotiations leading up to the making of the contract or concerning the subsequent, actions of the parties in interest, and thus to attack its validity. Further, the appellants complain because the court below did not answer specifically their requests for findings, and they contend that, owing to this failure, many material facts were not passed upon or given effect. On the other hand, the defendant contends, as he did below, that the
The manifest purpose of the legislation referred to in the beginning of this opinion, and stated more at large in the reporter’s notes to this case, was to encourage and promote the reclamation of public desert lands, to the end that they might be distributed in small tracts among actual settlers upon the cheapest and most inviting terms, so as to- bring about their ultimate ownership, occupation and cultivation by the largest possible population ; and the fact that, in effect, the ownership of the irrigation works also would eventually pass to these settlers, cannot affect the character of the original grant as a public franchise, if it was such. In the present case, official responsibility, to work out the contemplated results, was placed upon the Idaho State Board of Land Commissioners, and, the laws upon the subject being complied with, they had the right-, and were fixed with the duty, when the occasion should arise, of deciding which of two or more applications, or proposals, for irrigating any given district, should be granted; of
Here each proposal was to irrigate and reclaim desert lands under a contract with the State of Idaho, and we feel that this constituted an application for a privilege in the nature of a public franchise. The law is established that, where any public right, franchise, contract or privilege is to be disposed of by government officials or agents, whether by a public letting pr awarding upon bids, or by the exercise of official discretion without public bids (Hunter v. Nolf, 71 Pa. 282; Gulick v. Ward & Bailey, 10 N. J. (Law) 87; Boyle v. Adams, 50 Minn. 255), it is against public policy for one competing applicant, candidate or bidder to contract for the extinguishment of another’s competition: Greenhold on Public Policy, Rule 172, page 178; Kennedy v. Murdick, 5 Harrington (Del.) 458; Swan v. Chorpenning, 20 Cal. 182; Ray & Whitney v. Mackin, 100 Ill. 246; and other authorities, infra. It was the duty of the board of land commissioners to receive the applications and proposals of all persons desiring to compete for the present privilege, franchise, or contract, and after a careful investigation to grant that particular application which in the judgment of the board, all things being considered, was most advantageous to the public, without regard to the priority in date of one over others; for there is nothing in the statutes upon the subject recognizing any right gained by priority of filing. This is as it should be, because, there is no true analogy between the taking up of land under the homestead and other such laws and a case
While we shall not stop to analyze the proofs, yet, we agree with the court below it clearly appears that the chief aim and purpose of the agreement between the parties were to eliminate the plaintiffs’ actual and threatened competition, and that the consideration of |300,000, named in the written contract, was to be paid chiefly to accomplish this end, the sale of the maps, etc., being merely incidental to the prime purpose in view. In considering the effect of such a state of affairs, it is of no significance that the land board is not required to grant any particular application, but has the power to refuse all proposals submitted to it; neither is it of any consequence that the applications in question were preliminary in their nature and would not in them
Tbe court below has found that, at tbe time tbe plaintiffs withdrew their application, the land board was ignorant concerning tbe terms of tbe bargain between tbe competitors, but, if all tbe facts bad been known, that would not legalize tbe transaction. Tbe fraud was not against tbe land board, but tbe public, and even though tbe remaining application were, in fact, tbe better of tbe two, that would not be decisive of tbe case, for such transactions are condemned not so much for tbe barm done in any particular instance as because of their general evil public .tendency. While we have not been referred to a case, and our own research has not disclosed any, which on its material facts is precisely like tbe one at bar, yet, tbe law upon tbe general subject in band is firmly established, and the relevant applicable principles are well stated in tbe following excerpts from tbe authorities: “Where a contract belongs to a class
Irvin v. Irvin, 169 Pa. 529, largely relied upon by the appellants to sustain their contention that the sale of the maps, plans, etc., mentioned in the written agreement was sufficient to sustain the contract in suit, has no ap
As to the appellants’ complaint concerning the admission of evidence aliunde the contract. The rule is established that, “where a Avritten instrument is attacked upon the ground that the contract is offensive to law and violative of public policy, the whole transaction should be inquired into, and the court avíII not suffer itself to be embarrassed by any technical rules regarding the admissibility of evidence”: 21 Am. & Eng. Encyc. (2d Ed.) 1099; also see 9 Cyc. 562, where it is said that, in such instances, “the substance, not the form, of the agreement is looked at......, therefore, in order to arrive at the substance of it, the court will not confine its attention to the mere words in which it is expressed,” and page 766, to this effect: “Where a contract is assailed on the ground that it is illegal and void, the defense may be and generally is established by evidence aliunde.” See also Coverly v. Terminal Warehouse Co., 70 N. Y.
We fail to see merit in the appellants’ complaint concerning the trial judge’s failure to answer their requests for findings of fact; as recently stated in Com. v. School District of Altoona, 241 Pa. 224, 229, “There is no requirement in the Act of 1874 that the court shall specifically answer upon the record all the requests for findings of fact submitted by counsel (Com. v. Monongahela Bridge Co., 216 Pa. 108), but, of course, the court’s findings must cover all facts stated in the requests which are material to a proper determination of the issues involved.” When the well stated opinion filed by the court below is read as a whole, it is clear that the trial judge substantially complied with the requirements of the established practice under the act in question. Some of plaintiffs’ requests were so drawn that they could not -be answered by a simple affirmation or negation; many of them were negatively answered by an affirmative finding of converse propositions included in the series of facts specifically found by the trial judge; others, such as those dealing with the individual attitude of commissioners toward competition among rival applicants, and the actual practice before the land board relating to matters positively regulated by statutory enactments, were wholly immaterial, as we have hereinbefore indicated ; moreover, during the course of this opinion, incidentally, we have endeavored to point out that, in several instances, facts which the appellants seemed to consider of prime importance were, under what we have decided to be the governing principles of law, of no real materiality.
After a careful study of the entire record, and the most- excellent briefs of counsel, it seems clear to us that the privilege sought by the respective applicants
The judgment of the court below is affirmed.