Crump v. Ingersoll

• Decision Date: 25 August 1891
• Parties: BEVERLY T. CRUMP and others <I>vs.</I> HENRY G. INGERSOLL and another.
• Court: Minnesota Supreme Court

47 Minn. 179

BEVERLY T. CRUMP and others vs. HENRY G. INGERSOLL and another.

Supreme Court of Minnesota.

August 25, 1891.

Action brought in the district court for Ramsey county and tried by Otis, J., who ordered judgment for plaintiffs against the defendants other than Odin G. Clay, for the sum of $2,700, and denied plaintiffs' motion that the conclusions of law and order for judgment be amended so as to direct judgment cancelling the contract of agency annexed to the complaint and considered in the opinion. Judgment was entered accordingly, and the plaintiffs appealed. The provisions of the contract, and the findings of fact, are stated in the opinion of the court on an appeal by defendants from an order refusing a new trial of this action. 44 Minn. 84.

J. F. Fitzpatrick, for appellants.

James E. Markham, for respondents.

VANDERBURGH, J.

This action is brought to set aside the certain contract of agency annexed to the complaint, executed by the parties plaintiff and defendant, and for an accounting and the recovery of certain moneys alleged to have been fraudulently obtained by the defendants of the plaintiffs in effecting the purchase of the land described in the contract. The court found that the defendants were also acting as the agents of the vendors, and that they actually bargained for the land at a price much less than represented to the plaintiffs, and secretly retained the difference for their own use, and thereupon ordered judgment for the plaintiffs for the amount thereof, being the sum of $2,700. The defendants' appeal in the case was considered in 44 Minn. 84, (46 N. W. Rep. 141.) This appeal is by the plaintiffs, who complain because the court did not go further, and upon the facts found annul the contract in question, and discharge the plaintiffs from the obligations thereof, as between these parties.

This contract secures to the defendants, "for their services rendered and to be rendered, one-third of the net profits arising from the sale or renting of said land;" and provides, in certain contingencies, for a division between plaintiffs and defendants of any of the land left over after sufficient has been sold to pay the purchase-money interest, and taxes, and also that the defendants shall have the care and management of the premises until sold. The plaintiffs did not discover the fact that the defendants were acting in the dual relation of agents for both parties until the purchase was consummated and the purchase-money paid or secured. All the material allegations of fact which form the basis of their claim for the relief asked are found in plaintiffs' favor. But, as a conclusion of law, the court found simply that the plaintiffs were entitled to recover the sum kept and retained by the defendants out of the purchase-money, and ordered judgment for that sum, but gave plaintiffs no further relief, thus leaving defendants' rights and relations under the contract undisturbed. There is no adjudication in the case in respect to the effect of the alleged fraud upon the contract, and defendants' rights and relations thereunder.

The contract establishing the agency of the defendants was executed by the parties, after they had arranged terms and made their conditional contract with the vendors of the land, and after they had secured the exclusive agency for the sale thereof. Their position was entirely irreconcilable with their duty to the plaintiffs in the fiduciary relation which they sustained to them. The contract in question, as respects their future relations to the property, was therefore voidable at the election of the plaintiffs. There was such a breach of duty on their part as to work a forfeiture of all right to compensation, and the law will not recognize or enforce the contract in their favor. Farnsworth v. Hemmer, 1 Allen. 495; Meyer v. Hanchett, 39 Wis. 419; Mechem, Ag. § 643; Webb v. Paxton, 36 Minn. 532, (32 N. W. Rep. 749.) The contract provides for a division of profits for the past and future services of the defendants. The plaintiffs were entitled to revoke it. This the defendants contest, and this ...