1 Haw. 71 (Haw.Super. 1852), Lathrop v. Wood

Citation:1 Haw. 71
Case Date:June 28, 1852
Court:Superior Court of Hawai'i

Page 71

1 Haw. 71 (Haw.Super. 1852)




Superior Court of Hawai'i.

June 28, 1852

Syllabus by the Court

However inartificial or untechnical the manner in which an agreement is drawn up, equity will give effect to the real intentions of the parties, as gathered from the objects of the instrument and the circumstances of the case.

The Court construed an instrument to be a contract of co-partnership, on the ground that its terms plainly contemplated a communion of interest and a mutuality of profits and losses.



The complainant's bill in this case sets forth that the defendant and A. H. Spencer entered into an agreement on the 1st day of October, 1850, by which the defendant in consideration of the sum of $3962 50, to be paid by Spencer, agreed to convey to the said Spencer one-half of certain lands and other property known as the East Maui plantation; that on the first day of November, 1850, Spencer, in consideration of the sum of $4962 50, assigned to the complainant all his right, title, interest, claim and demand under the contract with Wood; and alleging that the said Wood has refused to make the conveyance, though the money has been paid to him as agreed by Spencer, prays that the defendant may be compelled to make a conveyance to Lathrop, he being Spencer's assignee and real owner of all Spencer's interest in the plantation.

The defendant has filed a general demurrer to the bill, and assigns as cause, that the contract on which the bill is based is one of copartnership for a limited period not yet expired, between the defendant and Spencer, and can only be enforced as between the parties thereto; and, secondly, that the contract by its own terms is not assignable, and that Lathrop as assignee can take no interest therein to the prejudice of the defendant. The complainant's counsel reply that the agreement is not one of copartnership, but a contract to convey certain lands and other property to Spencer on conditions, which have been fulfilled.

The agreement is in the following words:

" This agreement, made the first day of October, one thousand eight hundred and fifty, between Robert W. Wood, resident of Honolulu of the first part, and A. H. Spencer, now resident of Honolulu, of the second part, witnesseth, that for certain considerations hereinafter mentioned, the party of the first part engages to convey to the party of the second part, on or before the first day of October, 1851, one-half of his interest in a certain leasehold estate situated on East Maui, the same premises being fully described and set forth in a lease executed by the Minister of Interior of the Hawaiian Islands, on the 31st day of January, 1848, to Wm. Crowningsburgh and fully recorded in the office and numbered 515 subject to the rent reserved in said lease; also one-half of my rights and interests in a tract of land makai of the tract above described amounting to two hundred acres, under a contract for a lease of the same with M. Kekauonohi, both of the above tracts having been conveyed to me by said Wm. Crowningsburgh, by deed of conveyance under date 22d April, 1850. Also one-half of my interest in a certain other tract of land situated in East Maui under a verbal contract for a warranty deed with Richard Armstrong, in consideration of which contract the party of the first part has paid to the said Armstrong one thousand dollars. Also one-half my interest in all the personal property, situated in East Maui, consisting of working oxen, cattle, carts and building materials, also six house frames in Honolulu, all the above property being more particularly described and set forth in the schedule annexed, subject however to a mortgage in favor of R. C. Wyllie, and to the annual rents now due and current expenses since the first day of April last, subject also to a balance of about two thousand dollars which may be found to be due R. Armstrong on account of land purchased by him. And in consideration of the above properties engaged to be conveyed, the party of the second part agrees to pay or cause to be paid to the party of the first part three thousand nine hundred and sixty-two dollars and fifty cents, as follows: Two thousand dollars in thirty days from the date of this instrument, being the amount of a note of hand drawn by the party of the second part in favor of the party of the first part, and bearing even date herewith; one thousand dollars on the first day of January next, being the amount of a note of this date, and the balance, nine hundred and sixty-two dollars and fifty cents on the first of October, 1851, being the amount of a note of hand of this date. And the party of the second part further engages to take charge of the above mentioned estate and properties and superintend the construction of necessary sugar-mills...

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