Loring v. Palmer

• Decision Date: 10 May 1886
• Citation: 6 S.Ct. 1073,30 L.Ed. 211,118 U.S. 321
• Parties: LORING and another v. PALMER. Filed
• Court: U.S. Supreme Court

118 U.S. 321

6 S.Ct. 1073

30 L.Ed. 211

LORING and another v. PALMER.

Filed May 10, 1886.

This is a suit in equity brought by Charles H. Palmer, the appellee, against Elisha T. Loring and Charles A. Welch The appellants, to obtain a conveyance of one undivided third part of the N. 1/2 of the N. W. 1/4, and of the N. W. 1/4 of the S. W. 1/4, section 23, township 56 N., range 33 W., Houghton county, Michigan, containing in all 120 acres, on the ground that the lands were bought from Thomas F. Mason for Loring, Palmer, and William B. Frue, and the title taken by Loring in trust for himself and his associates. The material facts are these:

From the year 1856, and perhaps before, Palmer, Loring, and Frue had been engaged in the purchase of lands in the upper peninsula of Michigan, in the formation of mining corporations, and in the purchase and sale of mining stocks. Frue resided at the time in Houghton county, which was in the upper peninsula, Palmer at Pontiac, Michigan, and Loring at Boston, Massachusetts, but Palmer spent much of his time at the peninsula, and in its vicinity. During all the time the purchases were generally made, and the titles, both of lands and stocks, taken, in the name of Loring, as trustee for all the parties in interest. Among other lands purchased in this way were some which were afterwards put into the Ossipee Mining Company, a mining corporation promoted by these parties, with a capital stock consisting of 20,000 shares, of which Loring and Frue each owned 2,250, and Palmer 2,220.

Under these circumstances, Palmer and Frue met Thomas F. Mason, of New York, at Houghton, and negotiated with him for the purchase of the lands in question. The price was to be $20,000, payable, $5,000 down, $7,500 in six months, and $7,500 in eight months, with interest at the rate of 7 per cent. per annum on the last two sums. No contract was executed at the time, as Mason preferred a form which he had at home, and the matter was postponed until he got there, with the understanding that Loring should execute the formal contract in New York, and pay the $5,000. A memorandum of the transaction was, however, made at the time, and assented to by both parties. This memorandum has been lost, but the testimony shows that it was substantially the same as the contract made with Loring, hereinafter referred to, except that either 'Charles H. Palmer and William B. Frue' were named as vendees, or 'Charles H. Palmer and his associates.'

The same day this occurred Palmer wrote from Michigan to Loring, in Boston, as follows:

'KEARSARGE MINNING COMPANY, CALUMET, MICH., June 18, 1868.

'E. T. Loring, Esq.—DEAR SIR: I have this day bought of T. F. Mason the following lands in the Hecla section 23, namely, the north half of the north-west quarter, and the north-west quarter of the south-west quarter,—in in all 120 acres,—for $20,000; $5,000 down, $7,500 in six months, and $7,500 in eight months, with seven per cent. interest on the last two sums. I had the contract drawn up, and was ready to pay him the $5,000 down; but as he had just come from Ontonagon, and the boat was to leave in two hours, he preferred to return to New York, and write such a contract as he had given Hurlburt on his purchase, and have you execute the contract and pay him the $5,000. He will then send you the contract, and I want you to see it carried out in all respects. Mason agrees that if you are away, or do not do this, he will send it to me to do, and to carry out as I have agreed to do. Mr. Mason has given me his word, in the presence of Frue, that all this shall be done as he agreed, and that I shall have the land, making his word as good as his deed. There was not time to do this before Mason left, and I want you to treat him in this matter without doubting him at all. I will write you again this evening, and send the contract I had drawn up. He has a copy of it, with the terms, as I have stated. This matter is very important. The purchase will add to the Ossipee five dollars per share at once in actual value. I do not want anything said of this at all. You will see by this that we shall get a division with the Hecla so as to get what will make a mine out of it by itself. We can make the Calumet vein by this over 3,200 feet in length. The purchase is very important. I send this by the hands of Randall, and will write again to-night by mail. Do not mention this. If you can, I would go to New York and see Mason, and close this at once. In no case will this be neglected. It is a fortune to us, if well handled. Mason has the contract which I drew up, and will show it to you. But this will tell you what is to be done. I give a sketch of the land. When I present the whole matter, you will see how important it is to us. We can take from Hecla from 1,550 to 2,305 feet in length, and still give them out of this purchase double the amount of mining value that we get from them. The fact is, this ground bought is worth more to them than the ground next to Ossipee. It is for this reason that I do not want anything said till we have fully considered this matter together, and see how we shall open it to Shaw. This is a rough sketch of the land bought. The vein is nearer to it than I have given the dotted lines, as if made to divide between them. Hecla would be free then to give us 100 acres, 50 of which would carry the vein, and we should give them 100, all of which would carry the vein. You will see the importance of this matter, and that we should not say anything till we consult. The Hecla is rich, and we can make the Ossipee as rich.

'Truly yours,

CHARLES H. PALMER.'

The next day he wrote again as follows:

'KEARSARGE MINING COMPANY, CALUMET, MICH., June 19, 1868.

'E. T. Loring, Esq.—DEAR SIR: I have drawn a map of the land bought of Mason. The Hecla owns all in the section but the 40 and 80. You may say that Shaw will not do anything about it. We can wait as long as he can, as we have enough to mine till the Hecla needs some of this land. The least I would take now would be the 80 next the Ossipee, through which the lode runs, and most likely with the right of mine perpendiculal to the vein in the direction of the line, A, B. I do not think best now to say anything to Shaw about this. I have given on the other side the land in the Calumet section 14, bought by Hurlburt. I could have bought this a year ago last winter for $40,000, including the 120 now bought. If I had done so, we could now have this land in 23 for nothing, as Shaw will have to buy Hurlburt out even at $100,000. Stanton, who now has the Huron, is intending to buy Hurlburt out in 14, and I wish you would see him when he returns, and urge him to do it. Hurlburt bought of Mason some 1,200 acres of land in 14, 15, 11, 22, and 28. If Stanton can get the land in 14,-480 acres,—and the land in 22, on the east half, I should like it, as the land in 22 is desirable for us. Hurlburt offered the land in 14 to Stanton for Huron stock. This would be a good thing for Stanton. I shall write Stanton on this subject. This matter is not to be talked about. I had a long talk with Stanton, and he is inclined to buy it. He has let Hurlburt have money. I send the duplicate of the contract I gave Mason. Mason is to write a contract like his contract with Hurlburt, and send to you. Mason talked this matter over with Frue and myself, and says we shall have this land as agreed, and that his word is as good as his deed. I trust nothing will be left undone to carry this out, any you had better go to New York and see it done. We shall get out of Hecla all I have indicated. The land we would exchange is more convenient on surface and underground for them than what they would give us. It will be under their machinery and improvements. This is a great thing for Ossipee. You had better telegraph me as soon as this is done, as I shall be most anxious about it. I wrote you to-day and sent by Randall, and I write this by mail. I shall put a note on this for Burr to open, in case you should be absent. On the $5,000 to be paid down, pay interest if Mason wants it. If Burr reads this, is doing finely,—30 tons a week. To-day he can do. Send the $5,000 in case you are not there to execute the papers, saying that you will execute them and return them soon as you get home, as they can be sent to you. I do not want anything by which Mason can get out of this. He agreed that if there was any hinderance on your part, to send them to me to execute. The S. P. is doing finely,-30 tons a week. Today 50 ton shave been shipped, and by Monday morning there will be at the smelting works 60 tons unsmelted. I think we have a sure thing in the S. P. We must make a family concern of Ossipee, and I would not sell any stock in it. We can make it put on its own importance. This we will do. I see this matter clearly. I write in haste, and do not read over.

'Truly yours,

CHARLES H. PALMER.

'Be particular to say nothing about Stanton's wishes. We need not buy any Hecla unless upon good time and satisfactory prices. We shall have a Hecla of our own. I think the S. P. will improve upon what she is now doing. The 40 acres is less than 350 feet from line of vein. In case you want us to raise $5,000 here, write us or telegraph, and we will use it for the mine.'

Inclosed in this was a copy of the memorandum made while Mason was in Michigan. After the receipt of these letters Loring wrote and perhaps telegraphed to Palmer approving the purchase.

On the twenty-fifth of June Loring also wrote W. Hart Smith, of New York, as follows:

'OFFICE OF THE SOUTH PEWABIC COPPER COMPANY,

'31 KILBY STREET, BOSTON, June 25, 1868.

'W. Hart Smith, Esq., Treas., New York—DEAR SIR: I received letter this morning from Mr. Palmer, who is very desirous I should see Mr. Mason before leaving for the lake, which I intended doing on Saturday; therefore telegraphed you this morning, requesting to be advised as soon as Mr. Mason returned, which I will thank you...