Crosby v. Gateway Motel, Inc., 21570
| Decision Date | 28 August 1967 |
| Docket Number | No. 21570,21570 |
| Parties | Charles D. CROSBY, Plaintiff in Error, v. GATEWAY MOTEL, INC., and C. S. Dawn, Defendants in Error. |
| Court | Colorado Supreme Court |
Martin P. Miller, Littleton, for plaintiff in error.
John R. Stewart, La Junta, Zarlengo, Zarlengo, Seavy & Mulligan, Denver, for defendants in error.
This is a suit brought by Charles D. Crosby against Gateway Motel, Inc. and C. S. Dawn for conversion of 144 shares of stock in the Fort Lyon Canal Company. The parties appear here in the same position as in the trial court and they will be referred to as plaintiff and defendants, or by name.
In 1956, Crosby sold a tract of land ('tract A') in Bent County, Colorado to William R. Jones, Sr. and his wife, Cora C. Jones. Jones executed a note and deed of trust on tact A to Crosby for $13,000. In 1957, Jones desired to purchase an adjoining piece of property ('tract B'). Jones evidently had trouble getting financing for the purchase of tract B, and the result was the execution of the series of documents which gave rise to this controversy. In order to facilitate the purchase of tract B, Crosby released his original deed of trust on tract A. Jones then executed a promissory note for $12,000 to Crosby, who immediately negotiated the note to The First National Bank of Las Animas, Colorado. The money thus acquired was then used to purchase tract B. Jones then executed a first deed of trust to the bank to secure the payment of the original note on tract A as well as to secure Crosby's liability as co-signor of the note on tract B. These deeds of trust covered Both tracts A and B, together with 144 shares of the capital stock of the Fort Lyon Canal Company and the right to irigation water evidenced by it.
In addition, as a part of the deal for the purchase of tract B, Jones and Crosby signed the agreement which is the subject of this suit. The agreement contained a recital of consideration given by Crosby to Jones which allegedly made possible the purchase of tract B by Jones. The agreement then provided that Jones would (1) execute, on demand, a mineral deed to Crosby covering the newly purchased tract B, and (2) would transfer to Crosby, on demand made at any time within five years, 144 shares of stock in the Fort Lyon Canal Company which Jones had acquired as part of the purchase of tract B. The mineral deed was executed, and its validity has not been put in issue here. The instant case concerns only the status of the 144 shares of stock in the Fort Lyon Canal Company.
In 1960, Jones agreed to convey tracts A and B, including the various water rights appurtenant to the tracts, and also including the 144 shares of stock, to Gateway Motel, Inc. At this point, Crosby made written demand that Jones transfer the stock to Crosby under the terms of the 1957 agreement. The transfer was not made, and the stock ultimately was transferred to Gateway, as part of the sale of tracts A and B by Jones to Gateway. Crosby then brought this action against Gateway Motel, Inc., and C. S. Dawn, an officer of the motel company for conversion of the stock. The various deeds of trust to the bank and to Crosby have been paid by Jones or Gateway and releases have been executed pursuant to order of court. The only claim remaining is Crosby's claim to the 144 shares of stock. The trial court found that the value of the 144 shares of stock is in excess of $6,000.
The trial court held that the 1957 contract between Jones and Crosby concerning the shares of stock was void for lack of consideration. The court entered judgment dismissing the complaint, and Crosby has brought writ of error from that judgment.
Crosby asserts that the 1957 contract is valid and absolute on its face and was executed for valid and sufficient consideration, and that therefore he has the right to the stock or at least the right to recover the value of the stock in this action in conversion. Gateway contends that there was no consideration for the 1957 contract and that the trial court, therefore, properly refused to enforce the contract. (Gateway has never asserted that it did not have full notice of the claim which Crosby is attempting to assert prior to the sale of the...
To continue reading
Request your trial
-
Woznicki v. Musick
...Griffin v. United Bank, 40 Colo.App. 513, 580 P.2d 818 (1978), aff'd, 198 Colo. 239, 599 P.2d 866 (1979); see Crosby v. Gateway Motel, Inc., 163 Colo. 384, 431 P.2d 23 (1967); Rocky Mountain Gold Mines, Intent may be inferred from the "totality of the circumstances surrounding the transacti......
-
Bermes v. Sylling
...is to be deemed a mortgage." Section 52-104, R.C.M.1947. As was well stated by the Colorado Supreme Court in Crosby v. Gateway Motel, Inc. (1967), 163 Colo. 384, 431 P.2d 23, 25-26: ". . . (I)f a transaction resolves itself into a security transaction, whatever may be its form and whatever ......
-
Griffin v. United Bank of Denver, C-1597
...ambiguous, reference must be made to all provisions of the contract. Radiology Professional Corporation, supra; Crosby v. Gateway Motel, 163 Colo. 384, 431 P.2d 23 (1967). As such, the utilization of an asterisk in this promissory note created no ambiguity. Where, as here, asterisks are use......
-
Griffin v. United Bank of Denver
...gives rise to an equitable mortgage. 9 G. Thompson, Real Property § 4711. (J. Grimes 1958 repl. vol.) See Crosby v. Gateway Motel, Inc., 163 Colo. 384, 431 P.2d 23 (1967), and Rocky Mountain Gold Mines, Inc. v. Gold, Silver & Tungsten, Inc., 104 Colo. 478, 93 P.2d 973 Plaintiffs argue that ......