91 W. Va. 361 | W. Va. | 1922
The decree complained of on this appeal requires specific performance of an alleged contract on the part of one of the appellants, to convey to the plaintiff the oil and gas and oil and gas rights conferred by two certain leases, upon the lessees therein, one of which is known as the Reece W. Pauley lease covering a 60 acre tract of land and the other, as the Caroline and W. H. Porter lease embracing a 7 acre tract of land. James Potter with whom the contract is alleged to have been made took said leases from the plaintiff and others, by a conveyance, for himself and certain associates, John E. Turner, D. G-. Williamson, J. A. Williamson and D. E. Williamson, in exchange for another lease known as the Hall lease on a 40 acre tract of land and other considerations, all
Although the cause of action stated in the bill arose in June or July, 1917, and plaintiff began this suit July 20, 1917, and eight days later filed his bill and obtained an injunction restraining the defendants Potter and his associates from selling, encumbering or disposing of the property in any way, until the further order of the court, which seems never to have been dissolved, the rule or principle of laches is invoked against the decree, on the ground of lack of diligence in prosecution of the suit. The decree was entered March 11, 1921, about three years and eight months after commencement of the suit. On account of their connection with the transactions giving rise to the alleged cause of action, a number of other persons were made defendants to the bill, and they filed answers to it, December 3, 1917. The separate demurrer and answer of Potter was filed, September 7, 1918. The taking of depositions by the plaintiff was commenced February 27, 1919, and completed January 3, 1921. The defendant commenced taking proof June 14, 1919, and finished June 19, 1920.
None of the many precedents invoked in support of this contention rest upon a similar state of facts. In each of .them, the lapse of time was greater and it was accompanied in every instance by additional circumstances tending to prove an equity in the defendant and lack thereof in the plaintiff. The only circumstances strongly urged here are the variableness of value in mining properties and the development of the leases by Potter and his associates, pending the litigation. As the plaintiff tendered payment of the consideration by his bill, which the defendants could have accepted at any time, it is difficult to perceive any foundation for the argument that the former assumed a waiting attitude. And, as de
Potter and his associates were lessees of 12,900 acres of land in Lincoln County, under the Standard Fuel Company, a corporation, claiming title to the minerals therein. Lying within that territory are the Porter, Pauley, Hall and Nuckles tracts. Ownership of the minerals under said tracts was
Several individuals and a corporation were associated with Lawrence in his holdings. He, C. W. Eagler, J. W. Eamsey, J. A. Jarrett and. W. W. Smoot acquired by assignment from one C. E. Goettman, a three-fourths working interest in leases on the Pauley and Porter properties, executed to one Frank Abercrombie and assigned by him to Goettman. The same parties were substantially owners of all of the stock of the Eagler Oil and Gas Co. By a contract dated, May 22, 1916, the Eagler Oil and Gas Co. obtained the right to operate under the leases. This contract is peculiar in its terms and provisions. It purports an assignment of the three-fourths working interest to the corporation. Then follows a stipulation of acceptance of the assignment by the corporation and assumption by it, of duty to drill the leases for .oil and gas and to pay over to the assignors the proceeds of the sales of the products, one-fifth thereof to each of them, after reimbursing itself for all money necessarily expended
The compromise made by Potter with the adverse claimants amounts to recognition of a bona fide claim of title and interest in them, having enough merit to make it advisable on his part virtually to purchase it. Hence, the first ground is obviously untenable. The same element or principle enters into the second. Evidently doubting its title, he was not content to taire a conveyance from the Eagler Oil and Gas Co. alone. Lawrence and his associates were required individually to join in the conveyance and they did so. Thus, the contract of May 22, 1916, was interpreted by all parties to the compromise, as not having divested the assignors therein of all their rights and titles, Manifestly,’ it did not. Such right as they had was taken by the corporation as a sort of agent or trustee. The assignors were its only real beneficiaries. The corporation took no really beneficial interest. It was merely to operate the property and. pay the entire proceeds, less expenses, to the assignors. Legally it took the title, but took it in trust for the assignors, by express agreement. Lack of definition of the arrangement signifies nothing. Courts must take nameless contracts for what they are and define the rights of the parties thereto, as disclosed by the terms used and the purposes evinced.
Priority of the assignment to the Omar Oil and Gas Co. is admitted, but, as a part of the compromise transaction, an arrangement was made and consummated by way of ex-tinguishment of the interest of that company. Although the
Notwithstanding the controversy as to the titles under which the parties claimed, the contract with the Eagler Oil and Gas Co. and the acquired superior right of the Omar Oil and Gas Co., Lawrence had ample ground for a lona fide individual claim of right in the two leases in question, at the date of the alleged consummation of the compromise, which is relied upon as having extinguished that claim, without compliance on Potter’s part with the alleged reciprocal obligation in .Lawrence’s favor, amply sufficient to constitute an equity upon which he stood in his demand for compliance by Potter, with the alleged side agreement, at the date of the transaction and consistently and constantly asserted ever since.
That claim and equity taken in connection with the other facts and circumstances and uncontradicted testimony found in the record, conclusively demonstrate the unsoundness of the contention that the agreement here involved was an in
Potter does not deny the agreement. He denies the character and effect claimed for it by Lawrence. His telegram
Nor can it be said the condition of immediate acceptance imposed by the telegram of May 1, 1917, related only to the purchase of the interest in the two leases. Potter had to obtain that interest before he could convey it and get the money for it. His money could come only contemporaneously with consummation of the other transactions or afterwards. An acceptance, if made then, would necessarily have been
In connection with the attempted repudiation by Potter, on June 8, 1917, the date on which Lawrence requested inclusion of the Nuckles lease, a transaction had in the afternoon of that day is relied upon as. an estoppel. Lawrence was not present, but it is claimed, he was represented by the attorney for the Eagler Oil and Gas- Co. He was a stockholder in that company and active in its affairs, but, as has been shown, he had an individual interest he was looking after himself and there is no clear proof that the attorney named represented him as to that. All the attorney says on the-subject is that he represented the Eagler Oil and Gas Co.
In view of this persistent effort on the part of Lawrence, to obtain the benefit of the admitted agreement, after further modification was refused and before the transaction was closed or anybody had materially changed his position, it is impossible to reach the conclusion that Potter was justified in refusing performance. Lawrence never repudiated his agreement. There is no proof that his requests for modification were accompanied by notice of purpose not to perform in the event of refusal of the requests. Lawrence was holding fast what he had and seeking more. Potter could refuse the requests and also performance of any part of the contract, after expiration of the escrow agreement, in the absence of renewal or extension thereof; but he could not seize upon mere annoyance occasioned by the requests, for partial rejection thereof without the consent of Lawrence, in so far as he was to be affected by it. Both knew the arrangement could not be completed on June 8, 1917. The occasion of the extension of time was lack of notice of an agreement among the lessors. Lawrence’s delay in his return to the original terms of his agreement wrought no prejudice to Potter. The new arrangement he made with the Eagler Oil and Gas Co., in the afternoon of the day of the attempted repudiation, could well have been postponed. There was no necessity for
Although the statute of frauds is relied upon by way of defense, in the answer, it is not invoked in the brief and was barely mentioned in the oral argument. The telegram of May 1, 1917, constitutes a fairly good memorandum of the agreement, as the decree enforces it. That instrument was admitted in evidence without objection, and its genuineness and authenticity are clearly indicated by Potter’s admissions. It is also supplemented and extended to his associates by the undelivered deeds signed and acknowledged by them. All of these papers taken and' read together, as they undoubtedly may be, constitute an amply sufficient memorandum of the contract, signed by the parties charged. 20 Cyc. 254-5, citing numerous decisions fully sustaining the text. Although undelivered, the deeds are admissible as memoranda. Moore v. Ward, 71 W. Va. 393.
The decree, as has been observed, does not give the appellee all he claims. He asserts right to the entire working interest granted in the two tracts of land, but was awarded only seven-eighths thereof. Upon the modification verbally admitted by Potter in his testimony and evidenced by the signed and acknowledged, but undelivered, deed of May 31, 1917, he cross-assigns error against him in the decree, to the extent of the denial of the one-eighth which the appellants were allowed to retain. The court below seems to have regarded the telegram of May 1, 1917, as alone constituting the memorandum of the contract. It supplies certain factors omitted in the deeds aiid each deed supplies an element omitted in the other, the name of the grantee in one and the consideration in the other. The telegram called for cash and conveyance of seven-eighths. The deed of May 4th conformed to the telegram, as to the interest to be conveyed, but changed the terms so as to defer payment. The deed of May 31st provided for conveyance of the entire interest and payment of cash. It was executed pending the negotiations and before delivery of the deeds de
Upon these principles and conclusions, the decree complained of will be so modified as to require the appellants to convey to the appellee the entire working interest in the said two leases, and, as so modified, it will be affirmed.
Modified and affirmed.