St. Anthony Falls Water-Power Co. v. Merriman
| Decision Date | 01 March 1886 |
| Citation | 27 N.W. 199,35 Minn. 42 |
| Parties | St. Anthony Falls Water-Power Company v. Orlando C. Merriman and others |
| Court | Minnesota Supreme Court |
By deed, bearing date May 22, 1871, the plaintiff, owner of the water-power created by the flow of water in the east channel of the Mississippi river, at Minneapolis, and of a dam across that channel, conveyed in fee to the defendants' grantors the right to erect a sawmill, and to draw from the east channel of the river "fifty cubic feet of water per second, under a head and fall of thirty-five feet, provided said head and fall can be obtained at a depth of eight feet below the lime rock at the wheel-pit on said premises; but if said head and fall of thirty-five feet cannot be obtained at a depth of eight feet below said lime rock at said wheel-pit then the said party of the second part shall have the right perpetually to draw such additional quantity of water per second as will make a power equal to the power attainable by the use of fifty cubic feet of water per second under a head and fall of thirty-five feet."
The plaintiff brought this action in the district court for Hennepin county, to restrain the defendants from drawing from the river and using at such mill a greater quantity of water than that described in the deed, and for damages for excessive user by defendants prior to the commencement of the suit. The principal issue in the case was upon a counterclaim pleaded by the defendants, in which they alleged error in the deed and prayed for a reformation.
The action was tried before Young, Lochren, and Koon, JJ., whose findings upon the issue as to the reformation of the deed were, in substance, as follows:
In November, 1870, the plaintiff contemplated the erection of a dam, which it afterwards built, across the east channel of the river, and caused to be made, by one Conner, a millwright in its employment, a plat of eight mill-sites, covering the entire width of the east channel, and numbered consecutively from 1 to 8. It was then the purpose of the plaintiff to lease these sites, with water-power for operating saw-mills and to procure the lessees to build eight sawmills, one on each site, uniform in size, machinery and capacity; and the plaintiff caused to be made by Conner a plan for one of such mills, showing the interior, with the dam, bulk-head platform, etc., "and also a plan of the main floor of such saw-mills, showing two double rotary saws, one double fifty-four inch gang of saws; two double gang edgers, and nine cut-off saws, located in their respective places on such floor."
Afterwards and in the same month, the plaintiff negotiated with defendants' grantors for leasing to them mill-site No. 1 with power, and for the building of a saw-mill by such lessees thereon. The plaintiff exhibited to the intending lessees the plat and plans, and fully explained them. These negotiations were upon the mutual statement and understanding that if the lease should be made, the lessees should forthwith erect, on mill-site No. 1, a saw-mill conforming in all respects to the plan made by Conner, and would place and operate upon the main floor all the saws shown upon Conner's plan for such floor, and also, in the basement below, a shingle-machine and lath-machine; and that the plaintiff should lease with the mill-site "an amount of water-power ample and sufficient to run all such saws and machinery." Upon this mutual understanding and statement, the specific terms of the lease were agreed to.
During the negotiations, in agreeing upon the terms of the lease and the manner in which they should be expressed, the lessees proposed that the water-power should be described and defined as "an amount of water-power sufficient to run and operate all the saws and machinery so proposed and intended to be put into said saw-mill to be erected on such site by said lessees." The plaintiff admitted that it was the purpose and intention of all parties that water-power should be leased sufficient and ample to operate all such saws and machinery, but objected to the use of the language proposed by the lessees as not certain, technical, or business-like. The plaintiff then procured Conner to estimate and compute the amount of water-power which would be required to run and operate each of the saws and machinery so intended to be placed in the mill. The amount of power, in the aggregate, as computed by Conner, and by him reported to plaintiff and to the lessees, was one hundred and fifty horse-power. Other persons, then stockholders of plaintiff, experienced in the use of water-power as applied to machinery, were applied to by the parties and confirmed Conner's estimate. From Conner's estimate, thus confirmed, the plaintiff and the lessees were led to and did believe that one hundred and fifty horse-power of water would be enough to operate all the saws and machinery in the proposed mill. But, to insure the lessees that the amount of water-power to be demised by the lease would be ample for that purpose, without doubt or question, the plaintiff proposed, and the lessees agreed thereto, that the water-power demised by the lease should be two hundred horse-power, to be described in the written lease by the equivalent terms of fifty cubic feet of water per second, under a head and fall of thirty-five feet. In agreeing to this amount of two hundred horse-power, and the terms by which it was to be and was described and defined in the lease, the plaintiff and the lessees understood and believed that this would furnish an excess of power, which excess might be used for other machinery to be located elsewhere, and moved by a shaft extending from the leased premises. "But for the belief of all of said parties that such amount of two hundred horse-power was and would be sufficient and ample to operate all such saws and machinery in said saw-mill, neither such amount nor the description thereof adopted in said lease, would have been agreed to by said parties." The negotiations being thus concluded, the lease was made in writing, December 13, 1870, after the lessees had begun building the mill, and was soon afterwards duly recorded. This lease was for a term of ten years from June 1, 1871.
The lessees built the saw-mill, as provided in the lease, and placed in it the machinery on the main floor and in the basement required by Conner's plan, and in accordance with the understanding of the parties when negotiating for the lease; and from May, 1871, until November of that year the lessees operated the mill to its full capacity.
The 5th and 6th findings referred to in the opinion are, in substance, as follows: In the spring, summer, and fall of 1871, the plaintiff's stockholders, to relieve it from pecuniary embarrassment, agreed to buy from it the eight mill-sites, with the same amount of water-power to each mill-site that had been leased with mill-site...
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