65 Fla. 254 | Fla. | 1913
It appears that in 1903 E. J. Kniglit being the owner of 27,500 acres of lands and the timber thereon in Citrus, Hernando and Levy Counties, Florida, made a contract with the Crystal Eiver Lumber Company for the sale of the timber at a stated price per acre to be conveyed in lots of not less than 2,000 acres and not more than 6,000 acres as the timber may be determined by arbitration to be needed by the Crystal Eiver Lumber Co., the privileges of buying under the contract to “terminate absolutely at the end of twenty years from the date of this instrument.” In 1904 the contract was changed and re-executed by the parties. Among other provisions of the latter contract is one that the Crystal Eiver Lumber Company, “the said party of the first part, its assigns or successors, shall have twenty years from the date of this contract in which to take said conveyance for said timber, and to cut and remove said timber from said land, but if at the end of said twenty (20) years, it, or its assigns or successors, shall not have cut and removed such timber, they shall have ten years further time in which to cut and remove the same or so much thereof as they may desire, but shall pay to said parties of the second part, their heirs, assigns or personal representatives, legal interest on One Dollar and Fifty Cents ($1.50) per acre of such timber not cut at the end of the twenty (20) years from the end of the said twenty (20) years until the said timber is cut and removed, said interest on each acre to cease as soon as the timber is cut therefrom. Said party of the first part, its assigns or successors, shall have the right to build, operate and maintain railways, tramways, etc., over any of said land” for a period of thirty (30) years.
..................“It is the intention of the parties hereto that they will operate the one the saw mil.! busi*256 ness and the other the turpentine business in the territory named herein with mutual good will the one towards the other, each trying by all honorable means to promote the interest and welfare of the other in their respective lines of operation.”
In 1911, a bill in equity was filed by the Pine Lumber Company, a purchaser of lands from Knight, against the Crystal River Lumber Company and the Safe Deposit & Trust Company, a mortgagee of the timber contract from the other defendant, seeking a cancellation on the contract, in which it is in effect alleged “that by the contracts aforesaid no immediate interest or title was vested in the said defendant, Crystal River Lumber Company, but that the said defendant was by the contracts aforesaid given the right to purchase the said timber in tracts of not less than two thousand (2,000) acres or more than six thousand (6,000) acres in any one conveyance when needed by the company for its business, and that the contracts aforesaid wex*e and still remain executory in their nature and your orator says that the same still remain unexecuted as to about twenty-two thousand (22,000) acres of the lands therein described;”............“that the said contracts aforesaid were made, executed and delivered only for the consideration hereinabove stated and with reference to an existing state of affairs, that is to say, with reference to the fact that the said defendant, Crystal River Lumber Company, was actually engaged in the operation of its saw mills and owned the two saw mills aforesaid and with the understanding and belief between the parties to said contracts, that the said defendant would continue its operation and would from time to time continuously take conveyances of said timber and pay to the said R. J. Knight or his assigns the consideration to be paid therefor as shown by said contracts;”
The prayer is for cancellation of the contract and the mortgage thereto.
Demurrers to the bill of complaint were sustained,, and the complainant appealed.
It is contended that the contract was made with reference to the existence of an operating lumber mill of the defendant and contemplated a continuous operation, of its lumber mills; and that as the mills have been discontinued and removed and the defendant lumber com
It does not appear that it is practically impossible for the defendant to comply with the contract within the specified time. The defendant may be insolvent, but it does not appear to have forfeited its charter, and it may recover from its financial embarrassment in time
The added burdens of increased taxation and of expenses in protecting the timber from fire, and the great increase in the value of the timber, are mere incidents naturally occurring within the time limitations of the contract that is carefully framed by the parties thereto.
The facts that the complainant has completed his turpentine operations on the land and that the defendant has so far called for only a small part of the total purchase, and even the fact of the removal of the lumber mills do not of themselves violate any provision of the contract; and do not indicate that the defendant has so failed to operate the saw mills as to violate the provision for “mutual good-will, the one towards the other, each trying by all honorable means to promote the interest and welfare of the other in their respective lines of operations,” as is stipulated in the contract. Even if it is, as alleged, the intention of the defendant lumber company not to again engage in manufacturing lumber, it is expressly authorized to assign the contract so such assignor may complete the contract according to its terms.
It hardly lies in the mouth of this complainant to stress this provision of the contract, made between noncompetitive parties. This assignee is in the same business as the Crystal River Lumber Company, while its assignor Knight was in a non-competing business, and the mutual good-will features has been in large measure, if not wholly, destroyed by the act of the party now complaining.
No provision of the contract or of law is violated by
The mortgage is no more of a cloud on the title to ■the land than was contemplated by the parties or than is the legal consequence of the express agreements of the parties.
Where competent parties have deliberately entered into definite and complete stipulations and agreements duly evidence in writing, and such a contract does not violate any rule of law or public policy, and no fraud, misrepresentation or overreaching, and no violation of a trust or fiduciary relation appears, and it is not shown-that undue advantage is being taken of the contract under changed conditions, the courts will give effect to the contract as it discloses the valid intent and purpose of the parties.
Where a contract is ambiguous or incomplete, necessary provisions to effectuate its purpose may be implied under certain restrictions, but when by the express definite terms of a complete contract any action taken or omitted under it does not appear to be a violation of it, and no fraud or other illegal or inequitable conduct is shown, additional provisions will not be implied for the purpose of showing a violation when it otherwise
The decree is affirmed.