Cook v. Bagnell Timber Co.
| Decision Date | 17 February 1906 |
| Citation | 94 S.W. 695 |
| Parties | COOK et al. v. BAGNELL TIMBER CO. |
| Court | Arkansas Supreme Court |
Appeal from Cross Chancery Court; Edward D. Robertson, Judge.
Suit by the Bagnell Timber Company against J. M. Cook and another. From a decree in favor of plaintiff, defendants appeal. Reversed.
This is a suit in equity brought by the Bagnell Timber Company against J. M. Cook and R. N. Cook to cancel and rescind a written contract for the sale of timber by defendants to the plaintiff, and to recover the price of the timber paid to the defendants. The defendants kept a saloon and grocery store at Fair Oaks in Cross county, and owned a tract of land containing 411.72 acres situated about two miles distant from their place of business. The plaintiff is a foreign corporation doing business in Arkansas through its agent Mr. Richard Jackson of Paragould. On September 5, 1902, one Morris Powers, who had been making railroad ties for plaintiff, negotiated with defendants for the purchase of all the oak timber on the land and agreed to pay the defendants $400 for same. This occurred in defendant's saloon and store at Fair Oaks. On the same day Powers and one of the defendants went to the office of an attorney in Wynne and procured the preparation of a written contract for the sale of the timber in accordance with the verbal agreement made earlier in the day. A copy of the contract was forwarded by mail to Mr. Jackson with a letter written for Powers by the attorney, instructing Jackson to send the money to the Cross County Bank at Wynne, to be paid over to the Cooks when the contract should be properly signed. Jackson, on receipt of the letter and copy of the contract, addressed the following letter to the defendants: On September 8th defendants replied by telegraph to this letter as follows: Thereupon Jackson sent check for $400 to defendants and they executed and delivered to him the contract conveying the timber on the land to plaintiff. Shortly afterwards plaintiff discovered that the timber on the land was of little value, demanded a rescission of the contract and offered to reconvey the timber to defendants. Upon refusal of defendants to rescind the contract and to refund the money, this suit was brought to compel the rescission. In the complaint it is alleged that the timber on the land is of no value and that defendants were well aware of that fact when they sold it to Powers; that Powers was intoxicated at the time and did not know what he was doing; and that defendants induced him, while intoxicated, to purchase the timber. It is also alleged that Jackson had no knowledge or information as to the value of the timber and relied solely upon the assurance contained in defendant's telegram as to the value of the timber. The defendants in their answer denied all the allegations of fraud or misconduct in the sale, or that they knew the value of the timber at the time of the sale or had any better means of information than plaintiff as to its value. They alleged that the contract was fairly entered into and that the timber was worth the price paid. The court rendered a decree in favor of the plaintiff for rescission of the contract, and the defendants appealed.
J. T. Patterson and Murphy & Lewis, for appellants. J. D. Block and F. H. Sullivan, for appellee.
McCULLOCH, J. (after stating the facts).
Appellees' assertion of the right to a rescission of the contract is based upon two grounds, viz., the alleged intoxicated condition of Powers when he negotiated the contract with appellants, and the failure of appellants to disclose information as to the true value of the timber in response to the letter written them by Mr. Jackson. The latter grounds may be disposed of by saying that the letter of Jackson cannot be construed as a request for information as to the value of the timber nor as an expression of reliance upon the judgment of appellants as to the value. "I hand you a copy of the contract," the letter stated, There is nothing in this to have put appellant upon notice that they were expected to inform the writer of the value or quantity of timber bargained for. On the contrary, they had a right to presume that Jackson was relying upon the judgment of Powers who was an experienced timber man and was engaged in the business of making railroad ties for appellee in that locality. Nor can a warranty of the quantity of the timber be implied from the circumstances under which the bargain was negotiated and consummated. The tract of timber land was open to the inspection of either party alike, and the undisputed testimony shows that appellants had owned the land scarcely a month, had never inspected it, and had no information as to the quantity of timber except that there were about 35 acres of the tract cleared and in cultivation. The parties were dealing with each other upon equal footing, and mere inadequacy of the consideration, however gross, will not avoid the contract. The controlling principles as to the right to rescind a contract because of intoxication are fully stated by this court in the case of Taylor v. Purcell, 60 Ark. 606, 31 S. W. 567: "It is only when one is so completely intoxicated as to be incapable of knowing what he is doing," said the court, ...
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