6 Cal. App. 2d 674 | Cal. Ct. App. | 1935
Plaintiff sued to recover the balance due on an option to purchase land. The cause was tried without a jury and plaintiff had judgment against the mining company. The defendant has appealed on typewritten transcripts. The single question raised on the appeal is whether the evidence is sufficient to support the finding “that the appellant was, as to respondent, an undisclosed principal”.
Since the finding was adverse to the appellant we must view the evidence in the light most favorable to respondent, giving him the benefit of all presumptions and all legitimate inferences which may be drawn from the evidence in support of the finding. For this reason we will disregard the conflicting testimony upon which appellant so strongly relies and will examine the record for the purpose of determining whether there is substantial evidence to justify the finding attacked.
Appellant executed a written contract with Smith and Bragg under which the latter agreed to purchase a controlling interest in the mining company, payments therefor to be made from time to time to the escrow holder—a bank in Reno, Nevada—and the mining company agreed that the first $135,000 received under the contract "shall be expended by it in the purchase of new mining properties and/or the development of mining properties owned by it . . . ” Pursuant to this agreement Smith and Bragg, through their agent Klinker, paid to appellant something over fifty thousand dollars for which they received the agreed number of shares of treasury stock. The greater portion of this sum was expended for
The judgment must be affirmed for two reasons: First, the evidence is ample to support the finding that appellant was an undisclosed principal. All the moneys advanced by Smith and Bragg through Klinker for the purchase of the option were in fact paid by the appellant in accordance with its written contract with Smith and Bragg. They were all paid for appellant’s benefit, and with its knowledge and consent. It was the active participant in securing the option, whereas Murphy was but a “dummy” working in its interest. Second, there was a complete ratification by appellant of the entire transaction and a full acceptance of all the benefits resulting from it. The appellant took from Murphy without consideration an assignment and deed transferring all his interest in the option, it entered into possession and conducted mining operations on the premises, exercising all the rights of the optionee; by resolution of its board of directors it affirmed the entire transaction, and reimbursed Smith and Bragg for all the moneys advanced by them including the fee paid Murphy for his services in procuring the option; and it accepted and enjoyed for its own use all the benefits—the right to work and prospect the land to determine its value for mining purposes—a right which it had long desired to possess, but which it was unable to secure through its own efforts and in its own name.
This is wholly a “fact” ease. The principles of law involved are so elementary that we can see no reason for encumbering the record with citation of authorities.
The judgment is affirmed.
Sturtevant, J., and Spence, J., concurred.
A petition for a rehearing of this cause was denied by the District Court of Appeal on June 8, 1935, and an application by appellant to have the cause heard in the Supreme Court, after judgment in the District Court of Appeal, was denied by the Supreme Court on July 8, 1935.