194 F. 577 | 6th Cir. | 1912
This bill was filed for the purpose of compelling Maas, one of the defendants below, to convey to Mrs. Lonstorf, the complainant below, an undivided interest in certain mineral properties alléged to have been acquired by him as the proceeds of explorations
The main facts are these: Mrs. Ronstorf is a resident of Milwaukee, Wis. The defendant Maas is her nephew; his mother, Mrs. Maas, being her sister. Maas and his mother reside at Xegaunee, Mich. In 1898 Mrs. Ronstorf and Mrs. Maas were each the owners of an undivided one-third interest in a valuable iron ore mine at Xegaunee, known as the Xegaunee mine, which was leased to a mining company under a lease which would expire in 1903. The defendant Maas being familiar with the ore formation and somewhat experienced in exploring for mineral properties, and believing that the drift in the Ne-gaunce mine pointed to the northwestward, secured, at some expense in time and money, options for mining leases on two farms, known as the Corhit and Martel-tracts, lying northwestwardly from the Xe-gaunee mine, and the promise oí a similar option on another tract. Subsequently, after a preliminary correspondence between Maas and George J. Ronstorf, the complainant’s son, who acted as her agent in the matters involved in this suit, Mrs. Ronstorf and Maas on* November 25, 1898, entered into a written contract which is the foundation of this suit. By the terms of this contract Alaas assigned and transferred to Airs. Ronstorf a one-third interest in the options for lease on the Corhit and ’Martel tracts, and in the leases of said premises, if taken, and agreed to give the benefit of his skilled labor and knowledge and the use of his drilling outfit in the exploration of said lands; Mrs. Ronstorf agreeitig on her part to pay oue-lialf of the actual expenses of exploring for iron ore on said premises. This contract contained the following clause, concerning which this controversy chiefly relates, namely:
“¡Said first party (Maas) further agrees in case he secures options on lands in t icinity o£ the above-described premises that said second party (Airs, l.ons-torf) shall have a one-third (*/s) interest therein.”
Under this contract Mrs. Lonstorf from time to time furnished moneys to Maas, as required, for her part of the expenses of the exploration. He proceeded diligently in the work, and placed at first a test hole on the line between the Martel and Corbit tracts, and, later, test holes on other lands more to the southwestward, as the tests indicated that the ore extended in a more westwardly direction from the Negaunee mine than at first supposed. In the light of these developments he took from time to time options for lease on various other tracts in the vicinity, and from time to time renewed various of the options. In March, 1900, he bought outright for $300 an undivided mineral interest in a tract known as the Race Course property. In October, 1900, however, instead of thereafter extending all the options for lease or endeavoring to obtain options for lease on other tracts which the explorations indicated to be desirable, he commenced to take options for the purchase of, various tracts or mineral rights. In some instances these purchase options were taken at the expiration of the lease options on the same tracts, and in others, before such expiration; in some, at the same time with the renewal of lease options on the same tracts, and in others, on tracts on .which he had not obtained lease options. On November 1, 1900, after taking some of these purchase options, he wrote Lonstorf, without mentioning that any purchase options had been taken, stating that he had decided to sell the exploration and asking authority to sell their lease options or the leases which they might take by virtue thereof, for not less than $300,000, to beequalfy divided between Mrs. Lonstorf, Mrs. Maas and himself; to which Lonstorf gave his mother’s consent. Maas thereafter continued the taking of purchase options instead of lease options, including an option for the purchase of a part of the original Corbit tract, with an extension of the lease option on the entire tract, and an option for the purchase of a part of the original Martel tract, on which the lease option had expired.
In December, 1900, Maas visited Mrs. -Lonstorf at her home in Milwaukee, and had various conversations with her, her son George, and another son. He had with him a map showing the various tracts on which he held options for lease and for purchase. Maas states that he pointed out to them the different properties on which he held these options and told her that he had increased the territory by getting a great many options for purchase, but that she and his mother “would share alike in the benefits of the lease from all these properties”; that if he sold he would add the properties he had for purchase to the other, and extend the scope of the lease they were interested in under the contract and treat it as if the lease covered all the properties; to which he states she made no reply and seemed to be satisfied. The weight of the evidence, however, as was found by the learned trial judge, is that Maas not merely pointed out the various tracts on which he held options for purchase and lease, but that he stated! that while he could not continue to get lease options he would hold those which he had as a lever to force purchase options, and that
On January 14, 1901, Maas held purchase options on 11 tracts and mineral interests in the vicinity of the Negaunee mine, including portions of the Corbit and Martel tracts and other tracts on which he had previously held lease options, and! two tracts, known as the Barabe and Stewart tracts, on which he also held lease options. He also held lease options on two so-called Cemetery tracts, on which he had no purchase options. Under his several purchase options the amount to be paid the various vendors in order to acquire the 11 properties aggregated about $290,000.
On this date, Maas, by written contract with the Cleveland-Cliffs Company, granted it an option, “not divisible,” of purchasing and acquiring from him, within five months thereafter, an undivided half interest in the 11 options for purchase, with a mining lease from him on the other half interest in these properties, at a specified tonnage royalty and minimum annual royalty which were to be doubled after 2,000,000 tons had been mined. The consideration to be paid by the company, if it elected to purchase, was to be $600,000, plus such sum, not exceeding $10,000, as Maas might be required to pay for certain option extensions. Of this, $300.000, or so much thereof as necessary, was to be used in paying the original vendors the prices fixed under the eleven purchase options; the remainder to be paid to Maas in cash or in notes secured by mortgage. The deeds to the 11 properties were then to be taken in the name of Maas and the company jointly, an undivided half interest in each, and Maas was to lease his half interest therein to the company. This contract further provided that if the company should elect to purchase, Maas should, witiiout further consideration, also assign and transfer to it his lease options on the two Cemetery tracts and release all claim thereto. Under this contract, however, Maas did! not agree to sell the company any interest in the lease options on the Barabe and Stewart tracts, the purchase options on these tracts being alone mentioned; and these two lease options were subsequently allowed to expire.
It also appears that in the preliminary negotiations Maas stated to the officers of the company that he had options for lease for the benefit oí Ids mother, his aunt, and himself, on certain of the properties on which he proposed to sell the options for purchase, and intended to give them the benefit of a similar lea.se on all the properties, and that he wanted to apply $300,000 of the purchase price to pay for such lease, or to gel the land rid of these leases, as he expressed it; but the company declined to agree to his suggestion that the contract should separate the consideration and specifically appropriate $300,000 to the purchase of the lease. There is furthermore evidence that a mining lease on the Martel, Corbit, Stewart, and Barabe tracts alone would not have been worth more than $150,000.
Within a ‘ short time the company, elected to purchase under its option from Maas. Out of $300,000 of the purchase price which it paid in money, $294,331.53 was used in paying the vendors under the 11 purchase options, and the balance, $5,568.47, paid to Maas, to
The final result was that, as the outcome of these negotiations and through the sale of the 11 purchase options acquired primarily in consequence of the explorations undertaken for the joint benefit of Mrs. Lonstorf and Mrs. Maas and himself, Maas obtained an undivided half interest in these mineral properties, subject to the lease to the company, in addition to receiving a cash payment of several thousand dollars and the notes of the company for $300,000; and he also retained one-half of the mineral interest which he had acquired in the Race Course property.
After the company had elected to purchase, Maas notified Mrs. Lonstorf, through her son George, that he had induced the company to close with him, and that she would receive $100,000 in notes; and he subsequently sent her $100,000 of the notes which he had received, for which she executed to him a receipt reciting that this was “in 'payment” of her one-third! interest in the “so-called Maas exploration” acquired by their agreement of November 25, 1898.
Subsequently, in October, 1903, Mrs. Lonstorf filed the present bill, which was framed upon the theory that the purchase options which Maas had sold the company were part of the exploration venture contemplated by their contract; that under this contract she was entitled to an undivided one-third interest in all the proceeds of the joint exploration, less one-half of the expenses; and that Maas had paid her one-third of only a 'portion of the proceeds, namely one-third of the notes, and had retained the remainder of the proceeds, namely, a one-half interest in the mineral properties which he had reserved under his dealings with the company, in which she was likewise entitled! to. an undivided one-third interest, subject to the lease to the company, as well as in the mineral interest which he had retained in the Race Course property. Maas, upon the other hand, in his answer, insisted that the joint exploration entered into under the contract was limited to lease options; that under the contract Mrs. Lonstorf had no interest in the purchase options which he had taken for himself independently of the contract; that chough not legally bound thereto, in pursuance of verbal assurances to Airs. Lonstorf that he would pro-
After care ltd consideration of the questions involved under these appeals, we have reached the following conclusions:
“Neither by open fraud nor concealed deception, nor by any contrivance mashing his actual relations to the firm, can a member of it, or ah agent of it, be permitted to hold to his own use acquisitions made in disregard of those relations, either as partner or agent.”
The position taken by Maas that since the entire consideration received from the Cleveland-Cliffs Company was paid for the purchase options of which he claimed to be the sole owner, he was under no legal obligation to account to Mrs. Lonstorf for any portion of the proceeds whatever, but that in consequence of a previous oral assurance that he would treat the entire property as if it were incumbered with an option for lease in favor of his aunt, his mother, and himself jointly, he apportioned $300,000 of the amount received for his purchase options to such imaginary lease, and fully discharged Mrs. Lon-storf's claim by giving her one-third thereof, clearly shows, we think, the fallacy of his contention,that upon undertaking joint explorations of this character for the benefit of himself and them, contemplating on his theory, the acquisition of lease options merely, he could so deal with the result of these explorations and the information which he
“I want to say right here that under no circumstances will I allow my mother to worry herself or discuss my business with your mother or with any one else. Neither will X discuss my business nor will I quarrel with your mother or with you or anybody else over this matter of my fee. What I have to say will be written in this letter and that will end it from my part. I sold the fee and lease separately and sold the lease for the sum stated in the option from your mother to sell. The fee I acquired for my own benefit, paid all the expenses and lawyer fees in doing so myself, and never expected anybody to question my right in doing so. Every offer I made to sell the property was fee and lease separated and the first price of lease was ¥000,000.00. I came down to $300,000.00. * * * I thought X was doing a generous act in extending the scope of the lease, and getting the property in shape to handle. That I kept my private dealings to myself is my own affair. I wish to state again I will not allow my mother to discuss this affair with your mother, neither will I discuss it any more and what I have written must suffice.”
In reply Lonstorf, on March 15, 1901, wrote Maas that “my mother will not bother you or your mother regarding the matter you refer to/’ requesting him to send him the mortgage and an assignment of a oue-third interest therein, so he might have his attorneys look over them, and stating that when the notes arrived he would go to Neg'aunee to settle up with Maas, “or if you can get $100,000 cash the same will be acceptable.” After writing this letter, Lonstorf appears to have made no effort to ascertain the precise facts, and a few weeks later, on receiving from Maas the $100,000 in notes, Mrs. Lonstorf, upon the advice and with the consent of her son, executed and sent him a receipt therefor, containing' the clause:
‘‘In payment of my one-third interest in the so-called Maas explorations, which was acquired by certain agreement dated November 25, 1S98, copy of which is hereto attached.”
We are of the opinion, in the first place, that the statement, in 'Maas’ letter of March 13th, that he “sold the fee and lease separately and sold the lease” for £300,000, was not intended by him or understood by Ronstorf as meaning that he had actually sold any fee or any lease, hut that the meaning which Maas intended, and which Ronstorf understood, was that he had sold separately the purchase options and lease options, and had sold the lease options with an extension of their scope, for the sum of $300,000. This is clearly shown by the pleadings, since in the bill Mrs. Ronstorf alleges that Maas reported to her “that lie had sold the options for lease for the sum of $300,000,” and Ivlaas, in his answer, specifically admits that in connection with the balance of the transaction “lie informed complainant that he bad sold «lie options for lease for the sum of $300,000.” Giving, then, the statement in Maas’ letter this construction, it is evident that it misrepresented the actual facts of the transaction. In fact, Maas had not sold the purchase options and lease options separately; nor had lie sold any lease options for $300,000, or any other sum. In fact, lie had sold the purchase options alone, for a little more than $300,000, plus a half interest in the fee of the properties, and had merely set apart in his own mind $300,000 of the proceeds as representing the value of an imaginary lease on the properties the joint benefit of himself, his mother, and Mrs. Ronstorf, as above recited. This letter,, therefore, contained a misstatement as to the material facts. In addition to this, the previous corres;jondcnce does not show any full and fair disclosure of the facts of the transaction, and, on the contrary, indicates a studious withholding- of such information. We find no satisfactory evidence that Maas had previously informed Mrs. Ron-storf or her son, either by correspondence or on the train or elsewhere, that lie had allowed the greater portion of'the lease options to expire and had obtained therefor purchase options of which he claimed to be the sole owner, or had explained, fully and fairly, that lie had in fact sold the company purchase options only, and that the $100,000 of notes had been merely allotted by him to"Mrs. Ronstorf as her part of the supposed consideration for an imaginary lease on the properties.
It is dear, however, that the duty of a trustee or person occupying a fiduciary relationship to exercise the utmost good faith in all dealings with his cestui que trust or beneficiary extends to the matter of obtaining a release from such beneficiary; that it is his duty in making-settlement to put the beneficiary in possession of a full and fair state-
“A release by the cestui que trust will not be binding, unless the parties are made fully acquainted with their own rights, and the nature and full extent of the liabilities of the trustee. Any concealment, misrepresentation, or. other fraudulent conduct will vitiate such a release. There should, therefore, be a full statement and detailed explanation of the accounts, * * * especially' if there is anything in the nature of a breach of trust. Even if the accounts are clearly stated, the release will be set aside, if there is any misapprehension as to the basis upon which they are made up.”
We do not think the general rule deducible from the foregoing authorities is in conflict with either Perkins v. Fourniquet, 14 How. 313, 327, 14 L. Ed. 435, in which it was held that there was no proof that the release in question was obtained by any fraud or circumvention, or Southern Development Co. v. Silva, 125 U. S. 247, 8 Sup. Ct. 881, 31 L. Ed. 678, which involved merely the general rule as to the proof required to rescind a contract of purchase on the ground of fraudulent representation by the seller. And we find! no well-considered case in which it is held that a beneficiary is bound by a release executed to a trustee under circumstances analogous to those appearing in the present record.
On the whole, therefore, we conclude that although Mrs. Lonstorf’s conduct in executing the receipt, after the partial information which she had received, without further inquiry into the facts, was such that, if she had been dealing at arm’s length with Maas, she might well be barred from repudiating the settlement made, yet in view of the fidlu-ciary relationship between Maas and herself in the joint venture, added to the closeness of the kinship between them, the receipt given by her, based upon misleading statements and at least a partial suppression of the material facts, is not now binding upon her. Nor do we think that this conclusion is affected by the fact that the principal motive leading Mrs. Lonstorf to execute this receipt appears to have been her desire not to then break off her friendly relationship with Maas on account of the expectation of valuable services from him in connection with the renewal of the lease of the Negaunee mine; or that the fact that she delayed bringing her suit until after the negotiations for the renewal of this lease had been concluded at an increased royalty and for a large cash bonus, of which she received $500,000, either con-, stitutes such laches as to now bar her claim against Maas, or creates, in the absence of any changed status on his part, any estoppel which
We therefore must conclude that, both under the plain terms of the contract and as it was construed by the parties themselves, the interest in the Race Course property was not purchased by Maas on the joint account, but, as Mrs. Lonstorf then and afterward understood, was acquired and retained by him as his sole and individual property, without objection on her part; and that, under the doctrine of Twin-Lick Co. v. Marbury, 91 U. S. 587, 23 L. Ed. 328, having for so long a time, with full knowledge, acquiesced in this independent purchase on his own account, she cannot now, after it has resulted profitably, through the increased royalty realized by him from the assignment of a one-half interest therein to the Cleveland-Cliffs Company, be permitted in equity to claim an interest in the purchase.
In the defendant’s assignment of error the royalty received by Maas under the supplemental agreement is, by an obvious clerical error, stated as one-fourth of the total amount, namely, $13,277.75. We think, however, that under rule 11 of this court (150 Fed. xxvii) we may take notice of the full extent of the error in this matter, although not properly assigned; and hence conclude that the decree in reference to this item should be corrected so as to charge Maas on this account with only one-third of $35,407.40, that is, with $11,802.15, and interest.
6. In the reference under the accounting Maas also claimed a credit of $25,000 for services rendered by him subsequent to the execution of the lease to the Cleveland-Cliffs Company, stating in his evidence that he claimed this as compensation for services he subsequently rendered in clearing up titles in certain lawsuits and aiding the company in the development of the leased property. Tiis testimony is, however, very vague as to the services rendered. The court below was of opinion that while the amount claimed by Maas was wholly unjustified by any services lie could specify in this immediate matter, nevertheless, as the proof showed that during the two years after the execution of the lease, while Airs. Ronstorf was apparently resting content with her division of the profits, lie has assisted in negotiating a renewal of the lease of the Negaunee mine, from which she received a bonus of $500,-000 and an increased royalty, and as the whole record, in the? opinion of the court below, put this matter fairly though not directly, in issue, Maas should be allowed for his services in these two closely related matters, namely, the Negaunee lease and his own lease, the sum of $25,000, of which one-third, or $8,333, was charged to Mrs. Ronstorf. Both appellants have assigned error; Mrs. Ronstorf insisting that she should not be charged with anything oil this account, and Maas, that she should be charged the full sum of $25,000 for his services ill perfecting title and enhancing the value of his lease, in addition to the full value of his services to her in negotiating the renewal lease of the Negaunee mine.
After careful consideration we are constrained to hold that Airs. Ronstorf is not properly chargeable in any sum whatever on account of either of these matters. In so far as his services in connection with his own lease are concerned, the evidence, is not merely so indefinite as to form no satisfactory basis upon which any allowance could be madé, but it may well be doubted whether, by analogy to the rule laid down by this court in Ruggles v. Buckley, 175 Fed. 57, 99 C. C. A. 73, 27 L. R. A. (N. S.) 541, 20 Ann. Cas. 1057, compensation could be in
7. Without setting forth in detail the various assignments of error of the parties, the determination of which is sufficiently indicated by the conclusions hereinabove stated, it is sufficient to say that, upon the whole case, we are of the opinion-that the final decree below is erroneous in the following respects: (1) In so far as it directed Maas to convey to Mrs. Ronstorf an interest in the Race Course property; (2) in so far as it adjudged Maas to be chargeable to Mrs. Ronstorf on account of royalties received by him in excess of $11,802.15, andl interest thereon; and (3) in so far as it charged Mrs. Ronstorf on the accounting with the sum of $8,333, or any sum whatever, for services rendered by Maas in connection with his own lease or the Negaunee lease. In other respects we are of opinion that the decree below is correct and should be affirmed.
The decree below will, accordingly, be reversed to the extent here-inabove indicated, but otherwise in all things affirmed, and the cause will be remanded to the court below for further proceedings not inconsistent with this opinion. Each of the appellants will pay one-half of the costs of these appeals.