Anderson v. Wallace Lumber & Mfg. Co.

• Decision Date: 01 October 1902
• Citation: 30 Wash. 147,70 P. 247
• Court: Washington Supreme Court
• Parties: ANDERSON et al. v. WALLACE LUMBER & MFG. CO.

70 P. 247

30 Wash. 147

ANDERSON et al. v. WALLACE LUMBER & MFG. CO.

Supreme Court of Washington

October 1, 1902

Appeal from superior court, King county; Boyd J. Tallman, Judge.

Bill by Victor Anderson and another against the Wallace Lumber &amp Manufacturing Company. From a decree for defendant plaintiffs appeal. Reversed.

George E. Wright, for appellants.

Ira Bronson, for respondent.

REAVIS C.J.

Suit by the vendors against the vendee for specific performance of contract to purchase timber land.

At the trial the plaintiffs introduced evidence, documentary and oral, tending to prove the following facts: That plaintiffs were at the times mentioned husband and wife; that defendant is a domestic corporation carrying on the business of manufacturing, buying and selling and dealing in all kinds of lumber and logging, operating mills, acquiring timber, and doing all business connected therewith; that there were four trustees who exercised the powers of the corporation, the by-laws making no provision for a general manager; that A. H. Gould, the vice president and a trustee was superintendent of the mills and camps; that there were only four trustees, although five were provided for in the articles of incorporation; that these trustees were F. D Black, president, A. H. Gould, vice president, George G. Startup, secretary, and C. H. Black, treasurer; that Mr. Gould negotiated with plaintiffs for the purchase of the timber land described in the memorandum in writing hereafter set out; that after such negotiations the plaintiff Victor Anderson, by direction of Gould, went to the office of the defendant, a contract to buy the land was made, and by direction of Gould the secretary wrote out the memorandum of sale which was signed by Anderson, the original retained by the defendant, and a copy thereof written out by the secretary given to Anderson, and the $25 mentioned therein paid to Anderson; that a power of attorney, given by Clara Bell Anderson, the wife, was held by Victor Anderson, and he was duly authorized to convey the premises; that a letter to President Black was then given to Anderson, who thereupon presented it to the president, who assented to the transaction, had the deed to the premises drafted by his attorney at his office, and himself subscribed the deed as one of the witnesses; that said deed was executed by plaintiffs, and acknowledged, and then taken by plaintiffs, with direction from the president to return with the deed the following day, when the president would go with Anderson, and examine the records of title, and, if they were satisfactory, receive the deed, and pay the remainder of the purchase price; that the next day Anderson went to the office, and Mr. Gould, for the defendant, refused to receive the deed, or pay the remainder of the purchase price for the land; that all the trustees had knowledge of the contract, and approved the same. It was admitted that the records showed clear title in the land in plaintiffs. The memorandum is in the following form: 'F. D. Black, President. A. H. Gould, Vice President. George G. Startup, Secretary. C. H. Black, Treasurer. We Own and Log Our Lumber. Wallace Lumber and Manufacturing Co., Manufacturers of Lumber, Lath, and Shingles. Fine Grades of Cedar and Fir a Specialty. Wallace, Wash., Sept. 17, 1900. This is to certify that I have this day sold to the Wallace Lbr. & Mfg. Co. of Wallace, Wash., my claim, namely, the S.E. 1/4 of section 15, R. 8 East, town. 28, and also to acknowledge the receipt of $25.00 (twenty-five dollars) in hand paid as part payment of purchase price, namely, $3,000.00 (three thousand dollars); and it is understood that balance to be paid in ten days from date if records appear all right. Victor Anderson.'

The letter delivered to the president was in the following form:

'F. D. Black, President. A. H. Gould, Vice-President. George G. Startup, Secretary. C. H. Black. Treasurer. We Own and Log our Timber. Wallace Lumber and Manufacturing Co., Manufacturers of Lumber, Lath, and Shingles. Fine Grades of Cedar and Fir a Specialty. Wallace, Wash., Sept. 25, 1900. Mr. F. D. Black: Mr. Victor Anderson comes to you to settle up. We promised to let him know last Saturday, but did not make your connections. Will you kindly take the matter up with him, and settle as per agreement,--$3,000.00 less $25.00 advance payment, for which we hold receipt? Hope to see you up this way soon. Yours truly, G. G. Startup.'

At the conclusion of plaintiffs' case a motion to dismiss was sustained, and the court entered a decree in favor of defendant.

Only three questions seem material in the determination of the points raised here.

1. Is the memorandum sufficient to establish an enforceable contract between the parties? It is maintained by counsel for respondent that such contract for the conveyance of real property, to be valid, must comply in its form with sections 4517, 4518, Ballinger's Ann. Codes & St., which prescribe that all conveyances of real estate, and all contracts creating or evidencing any incumbrance thereon, shall be by deed, and that such deed shall be signed and acknowledged. It may be observed that these sections relate only to conveyances, and to contracts creating or evidencing incumbrances; they do not necessarily include agreements to convey. In Langert v. Ross, 1 Wash. St. 250, 24 P 443, a contract in similar form, signed by the vendor, was held a valid agreement to convey real estate. Again, in Vail v. Tillman, 2 Wash. St. 476, 27 P. 76, was a similar conclusion. In Bank v. Hughson, 5 Wash. 100, 31 P. 432, the objection was made 'that the contract for a deed for the real estate which was to be conveyed to the defendants for the part payment was not acknowledged, and was therefore void.' The court said: 'Under the decisions of this court, this objection is without force, as we have held in several cases that a contract for the conveyance of real estate was entirely valid without any acknowledgment;' citing the two above-mentioned cases. In Edson v. Knox, 8 Wash. 642, 36 P. 698, it was held that a deed without acknowledgment could be maintained as a valid contract for a deed. In Kleeb v. Bard, 7 Wash. 41...