Gamble v. Hanchett

• Decision Date: 04 May 1912
• Docket Number: 1,888,1,917.
• Citation: 126 P. 111,34 Nev. 351
• Parties: GAMBLE ET AL. v. HANCHETT ET AL.
• Court: Nevada Supreme Court

126 P. 111

34 Nev. 351

GAMBLE ET AL. v. HANCHETT ET AL.

Nos. 1,888, 1,917.

Supreme Court of Nevada

May 4, 1912

Appeal from District Court, Washoe County; W. H. A. Pike, Judge.

Action by B. A. Gamble and another against L. J. Hanchett and others. Judgment for plaintiffs, and defendants De Witt Clinton Blair, administrator, and others appeal. Reversed.

Appellant's contentions:

"(1) That each of the various written options set forth in the evidence constituted a separate, complete, and independent contract between the parties named therein and none others.

(2) That previous to an election to purchase by the optionee named in any of the contracts, such contract were (a) unilateral, (b) executory, (c) personal to the optionee, and (d) did not vest him with any interest as vendee in the properties described therein.

(3) That the election provided for in such options was a single election to purchase and pay for the whole property as a unit, and was to be exercised by the person designated in the option at one point of time, and in respect to the entire property.

(4) That there is no sufficient evidence of any partnership between Chadbourne Gamble, and Wright, but that, if such a partnership existed, the evidence shows that it was never brought to the notice of the Silver Peak Mines or John I Blair, and that in any event it could only have related to the fruits or avails of any options secured by any one of the alleged partners after an election to purchase by an optionee named in the contract.

(5) That notwithstanding Gamble, Chadbourne, and Wright may have had a partnership arrangement between themselves, or, as members of such partnership, may have had an arrangement or contract with Hanchett as their agent, neither such partnership arrangement, nor such contract with Hanchett could have the effect of changing the express terms of the written contract between the Silver Peak Mines and Hanchett nor give to any one of these parties any rights as a contracting party under that contract with the Silver Peak Mines or with John I. Blair, nor could any oral testimony be admitted to contradict the written contract, as to who were the parties to it, and entitled to its benefits and privileges.

(6) That any equity or legal right which Gamble, Chadbourne, or Wright may have acquired by virtue of any arrangement or contract between themselves or with Hanchett was enforceable only as against the parties to such contracts or arrangement and could not be enforced as against the Silver Peak Mines or John I. Blair by reason of the fact that Gamble, Wright, Chadbourne, or Hanchett had a contract with the Silver Peak Mines or John I. Blair. And any interest plaintiffs may have obtained in the proceeds of the Hanchett contract, by virtue of a collateral agreement with Hanchett, was taken by them subject to the performance of the contract by Hanchett, the optionee designated therein as the person to perform.

(7) That the title of D. C. Blair and the Silver Peak Gold Mining Company as the successors in interest of John I. Blair to the properties in question is perfect and complete by reason of the sales under the foreclosure decree and money judgments obtained by John I. Blair against the Silver Peak Mines and Hanchett, because: (a) The lien of both mortgage and judgment were superior to plaintiff's rights, and the lis pendens filed by Gamble herein had no effect as against the mortgage of 1879 or the suits instituted in the federal courts by John I. Blair; (b) because John I. Blair could not contract for the Silver Peak Mines Corporation, nor it for him, nor were they one or the same; (c) because Judge Hawley had full authority, under the circumstances described, to direct the special master and marshal to execute deed directly to DeWitt Clinton Blair, and that, even if such authority were doubtful at the time the deed was ordered by reason of the want of probate proceedings in Nevada, nevertheless, in view of the subsequent appointment by the Nevada courts of D. C. Blair as administrator with the will annexed, the question is of no importance, because such appointment would relate back and validate the preceding action of the federal court.

(8) That plaintiffs are bound by the various federal judgments pleaded by the defendants herein and obtained by John I. Blair and the Silver Peak Mines against Hanchett in reference to the contract of September 7, 1894, through which the plaintiffs claim, because upon plaintiffs' own theory of the case Hanchett necessarily represented plaintiffs in all respects in said contract, and any judgment or decree which bound Hanchett would, of necessity, bind plaintiffs; the federal court having acquired full jurisdiction of all the parties named in the written contracts and of the subject-matter in said suits.

(9) That in no event is the contract of September 7, 1894, between Silver Peak Mines and Hanchett, under which plaintiffs claim, one which can be enforced specifically: (a) Because the duties and obligations of Hanchett, the optionee named therein previous to the exercise of an election to purchase, involved the exercise of personal direction, management, and control of a continuing character, and no court of equity will undertake the supervision and direction of a continuing activity of this nature. The same fundamental objections to a decree for specific performance apply to the plaintiffs during the term of the option named in the contract, with the added objection that they were in no sense parties to the contract which they ask to have specifically enforced. (b) Because the contract of September 7, 1894, only gave to Hanchett an election to examine the properties named therein, and upon such examination to further elect whether or not he would purchase them upon certain terms noticed in the contract, but did not require him to make such examination, or subsequent election, and the contract was therefore not mutual. Had plaintiffs been parties to the contract, the same objections would have applied to a decree for specific performance in their favor. (c) Because Hanchett is barred by decree of the federal court, and plaintiffs can only claim through him, but, were it otherwise, plaintiffs' conduct, claims, and representations during the life of the contract, were such as to estop them from demanding a decree for its specific performance. (d) Because the right to a specific performance of the contract terminated as to Hanchett as well as the plaintiffs when the time named in the contract expired without any election to purchase having been exercised, and compliance with the terms of the contract as to payment, etc., upon the exercise of such election to purchase, yet, were it otherwise, the plaintiffs are estopped from maintaining such suit by their subsequent laches in regard to the institution and prosecution of this suit. (e) Because, since the making of said contract of September 7, 1894, the status of the parties, and of the properties, the subject-matter of the contract has so changed and altered that to now render a decree for specific performance would be grossly inequitable, and the parties should be left to their remedy at law."

Respondent's contentions:

"(1) That a partnership existed between Gamble, Wright, and Chadbourne for the purpose of acquiring possession of the Silver Peak Mines properties, and that the Silver Peak Mines and John I. Blair had knowledge of the existence of such partnership.

(2) That by virtue of such partnership, each of the partners acquired an undivided fractional interest in the properties covered by any option which might be obtained by any one of them, or by Hanchett.

(3) That the various options secured from Blair or from the Silver Peak Mines were each only extensions and modifications of the original option given to Gamble by John I. Blair in March, 1893, and respectively vested in each partner a real estate interest in an undivided fractional portion of such properties proportionate to his interest in the partnership.

(4) That the fractional interest so claimed by any one of the alleged partners can be enforced by him separately, not only against any copartner named as optionee in the various contracts, but also against the Silver Peak Mines and John I. Blair, and against the properties themselves, and that the election provided for in the option can be exercised by each of the alleged partners, and even by the heirs of a deceased partner separately to the extent of his proportionate interest.

(5) That such interest of the various partners was superior to the title of D. C. Blair and the Silver Peak Gold Mining Companies derived through the foreclosure of John I. Blair's mortgage executed, delivered, and recorded in 1879 because: (a) John I. Blair, having died after the purchase of and payment for by him of the properties bought in at the foreclosure sale, but before the special master had executed a deed to him, Judge Hawley had no authority to direct the special master to make such deed to De Witt C. Blair, the sole executor and residuary legatee named in the will of John I. Blair; such will having been probated in New Jersey, and exemplified copies of the probate proceedings filed in Nevada on which letters of administration with the will annexed were thereafter granted to D. C. Blair in Nevada, but not until after the special master's deed to him. (b) John I. Blair, as the owner of the large majority of the stock of the Silver Peak Mines, and as connected by ties of blood or friendship with the other stockholders, was in reality the corporation, or, as the trial court put it, its 'alter ego,' and was therefore bound by its contracts, and it by his. (c) By the lis pendens filed with the original complaint herein, John I. Blair...