Harrison v. Cook
| Decision Date | 01 March 1963 |
| Citation | 213 Cal.App.2d 527,29 Cal.Rptr. 269 |
| Court | California Court of Appeals Court of Appeals |
| Parties | William P. HARRISON, Diane Harrison, James R. Wiggle, Muriel L. Wiggle, August Pra Sisto, Albert Marchini, Walter Marchini, Leroy Hillman and Joan Hillman, Plaintiffs and Respondents, v. Homer COOK, Defendant, Cross-Complainant and Appellant. Civ. 26413. |
Dunlap, Holmes, Ross & Woodson, Pasadena, for defendant, cross-complainant and appellant.
Frank W. Doherty, Los Angeles, for plaintiffs and respondents.
Defendant Homer Cook has appealed from that provision of the judgment that denied him any relief on his cross complaint and also from those provisions of the judgment that tied his hands so that in the future he can never make any use of the five promissory notes that were the main basis of his cross complaint. We have concluded that because of his breach of the contract of which the promissory notes were an integral part, the judgment was proper and should be affirmed.
This is a judgment roll appeal and we gather the facts partly from those agreed upon in the pretrial statement, mostly from the forty-four findings of fact with which the trial court rendered its decision. It appears that defendant Homer Cook for a period of some 36 years was identified with the Cook-Nichols Company, which was at first a partnership, then a corporation. It was engaged in the electrical wholesale supply business in the City of Pasadena and defendant Homer Cook was first a partner; then, sometime before 1957 he became the owner of substantially all the common stock of the company.
In September of 1957 defendant Homer Cook entered into a contract with six of the plaintiffs whereby he sold, they bought, all his stock in the Cook-Nichols Company. We need not note how much stock each of the six acquired, but for it they, all told, agreed to pay the defendant $40,000 and to give him five promissory installment notes, totalling $75,000 of which each bore one or two signatures of the plaintiffs as makers. Two of the plaintiffs were to sign one of the notes as guarantors. We are especially interested on appeal in the following provision of the contract:
The sale was consummated September 25, and the plaintiffs who were to acquire the stock of Cook-Nichols Company did so and undertook operation of the company. The promissory notes and a collateral security agreement were also executed on that day. For three months thereafter several of those who had previously been employed by the company continued in its service. Among them were Wilbur Cook, son of defendant, and Patricia Cook, his son's wife. In October, Wilbur asked his father to loan him $20,000 to start up his own business and that sum was promised him. In December he advised his father, the defendant, that he was going to open up a business in competition with Cook-Nichols Company at a location about two blocks from its site and his father loaned him the promised $20,000 for the purpose early the following January. The new business, named Pasadena Wholesale Electric, fared well. One after another of Cook-Nichols' trusted employees shifted their loyalty to the new venture, taking with them their knowledge of their old practices, lines and customers. Wilbur was enabled to secure merchandise that he wanted from the Anaconda Company by the action of his father, the defendant, in guaranteeing the payment of the account. As the fortune of Pasadena Wholesale Electric steadily increased, that of Cook-Nichols steadily declined, with the inevitable result that in July of 1959 the company, whose stock the plaintiffs had purchased, 'made an assignment for the benefit of creditors and ceased doing business.' The trial court found that the competition of Pasadena Wholesale Electric, made possible by defendant's loan of $20,000, his establishment of credit, and the defection of his old and knowing employees 'were the primary causes of the ultimate financial failure' of Cook-Nichols Company.
Plaintiffs, confronted by the facts we have related, and with the installments on the promissory notes in defendant's hand continually coming due, brought this action for a declaratory judgment defining the rights and liabilities of the parties. To protect themselves against the possibility that the promissory notes might be...
To continue reading
Request your trial
-
Kaiser Trading Co. v. Associated Metals & Minerals Corp.
...20 Cal.2d 751, 128 P.2d 665 (1942); Hartman Ranch Co. v. Associated Oil Co., 10 Cal.2d 232, 73 P. 2d 1163 (1937); Harrison v. Cook, 213 Cal.App.2d 527, 29 Cal.Rptr. 269 (1963); Pry Corp. of America v. Leach, 177 Cal. App.2d 632, 2 Cal.Rptr. 425 (1960); Milton v. Hudson Sales Corp., 152 Cal.......
-
O'Dell & Co. v. Comm'r of Internal Revenue
...purchaser of the fruits of his bargain. Brown v. Superior Court, 34 Cal.Reptr. 449, 212 P.2d 878, 881; Harrison v. Cook, 213 Cal.App.2d 527, 29 Cal.Rptr. 296, 271 (2d Dist. Ct. App.); Bergum v. Webber, 136 Cal.App.2d 389, 288 P.2d 623, 625 P.2d Dist. Ct. App.). He argues in this regard that......
-
Bicycle Transit Authority, Inc. v. Bell, 134A85
...that will deprive the other of the fruits of his bargain." (Bergum v. Weber, 136 Cal.App.2d 389, 392 .) Harrison v. Cook, 213 Cal.App.2d 527, 530, 29 Cal.Rptr. 269, 271 (1963). Accord Tillis v. Cotton Mills and Cotton Mills v. Tillis, 251 N.C. 359, 363, 111 S.E.2d 606, 610 (1959) ("Parties ......
-
Chesson v. Rives
... ... agreement." Bicycle Transit Auth., Inc. v ... Bell , 314 N.C. 219, 228, 333 S.E.2d 299, 305 (1985) ... (quoting Harrison v. Cook , 29 Cal.Rptr. 269, 271 ... (Dist. Ct. App. 1963)). However, the Court may not imply a ... term that already exists in the contract. See ... ...
-
Contract actions
...his buyer by loaning money to his son to establish a competing business two blocks from the site of the company. Harrison v. Cook , 213 Cal. App. 2d 527, 530, 29 Cal. Rptr. 269, 271 (1963). §4:34 Causation and Damage When it clearly appears that a party has suffered contract damages, the co......