Holland Blow Stave Co. v. Barclay

• Decision Date: 08 April 1915
• Docket Number: 803
• Citation: 69 So. 118,193 Ala. 200
• Parties: HOLLAND BLOW STAVE CO. v. BARCLAY et al.
• Court: Alabama Supreme Court

69 So. 118

193 Ala. 200

HOLLAND BLOW STAVE CO. v. BARCLAY et al.

No. 803

Supreme Court of Alabama

April 8, 1915

Rehearing Denied May 20, 1915

Appeal from Chancery Court, Jackson County; W.H. Simpson Chancellor.

Suit by the Holland Blow Stave Company against D.E. Barclay and another. From a decree dismissing the bill, complainant appeals. Affirmed.

E.W Godbey, of Decatur, for appellant.

Bouldin & Wimberly, of Scottsboro, for appellees.

GARDNER J.

The bill in this case was filed by the appellant against the appellees seeking the reformation of a certain deed executed by the complainant to the respondents to certain timber therein described, together with mill sites, rights of way and other privileges named therein. The pertinent facts may be briefly stated as follows: One P.M. Robertson was the owner of the lands (1,181 acres) in Jackson county, Ala., on which the timber referred to was growing. On April 11, 1910, Robertson, by written contract, sold the timber to one A.A. McGregor, with the privilege of mill sites, rights of way, ground for tents or houses, and the use of certain barns and other houses on said premises, the use of water from the spring, etc., for the purpose of cutting and removing timber; but by said contract reserved certain privileges to himself unnecessary to note here, as they are not material to a consideration of the case. It was provided that the said McGregor should have three years, that is, until April 11, 1913, within which to remove the timber, and if not removed in that time, the same was to revert to P.M. Robertson, provided, however, that if a longer time was desired it could be procured by the payment to Robertson of the sum of $500 for each year of extension. The complainant (hereinafter designated as the Holland Company) became, by due transfer from McGregor, the owner of said contract and of the title, rights, and privileges granted therein to said McGregor. The Holland Company erected a mill on the tract of land, and engaged in manufacturing the oak timber thereon into staves, and conceived the idea of making a sale of the timber conveyed by said deed. In the course of time negotiations were begun between one J.N. Gibson, representing the Holland Company, and these respondents (to whom for convenience we refer as the Barclays), for a sale of all the timber owned by the Holland Company on said land, with the exception of the oak. After an inspection of the timber by the Barclays a trade was practically closed at a conference between the parties at the of office of one Ritter. The Barclays, however, desired to examine the title of the Holland Company and have their attorney look into same, it being understood that if satisfied therewith he was to draw the deed and forward it to Gibson for execution, and complete the transaction. Gibson in turn forwarded it to one Weiss, at that time in Louisiana and who, as secretary of the Holland Company, was authorized to execute such deed, said Weiss, having taken no part, however, in the negotiations which led up to the transaction. The deed was duly delivered to the Barclays, and everything done to complete the transaction. That was in September, 1911. The Barclays located their mill, erected a barn and a few houses, or "shacks" as one witness referred to them, within a short distance of the land of the said Robertson, but on the property of a Mrs. Taylor, having rented it from her for a consideration of $10 a year and such waste timber as they did not need. The deed to the Barclays, following the Robertson-McGregor contract or deed, conveyed to them the mill site, right of way, use of the houses, spring, etc. Both mills continued their operations, and on August 20, 1912, the Barclays made formal demand by letter upon the Holland Company for possession of the mill site, use of the spring, etc., conveyed by the deed, and which deed contained no reservation in favor of the Holland Company. Possession not being delivered, the Barclays in December, 1912, brought suit in ejectment against the Holland Company therefor, and on March 1, 1913, the Holland Company filed this bill, seeking primarily to have the deed of September 11, 1911, to the Barclays, reformed so as to insert therein a reservation to said company of the mill site and such water rights as it was then enjoying on said land "for and during and to the full extent and termination of the period when it shall have completed in due course such enterprise of manufacturing into staves, stave bolts, etc., such oak timber as is now on said land," and as incident thereto that the ejectment suit be enjoined. Temporary injunction was issued against said suit as prayed in the bill. Upon submission of the cause for final decree on the pleading and proof, the chancellor dismissed the bill and dissolved the injunction, and from this decree this appeal is prosecuted.

The complainant relied on its bill upon two theories: First, that the omission of the above-mentioned reservation in the deed was the result of a mutual mistake of the parties; and, second, if not of such mutual mistake, then it was the result of a mistake on the part of the complainant, accompanied by fraud or inequitable conduct on the part of the respondents.

The principles of law governing cases of this character are well understood, but for convenience we will here note a few extracts from some of the authorities:

"The cases in which instruments may be reformed are: 'First, where there is a mutual mistake, that is, where there has been a meeting of minds, an agreement actually entered into, but the contract, deed, settlement, or other instrument, in its written form, does not express what was really intended by the parties thereto; and, second, where there has been a mistake of one party, accompanied by fraud or other inequitable conduct of the remaining parties. In such cases, the instrument may be made to conform to the agreement or transaction entered into, according to the intention of the parties"' Hammer v. Lange, 174 Ala. 340, 56 So. 573.

The evidence clearly shows that it was understood between the parties that the Barclays in the case of acceptance of the property were to have the deed prepared by their attorney, which they did, and forwarded it to Gibson by mail, and the matter was finally terminated, it seems, through the bank. It could not be seriously contended that anything was said by either of the parties in the negotiation concerning the reservation of any rights to the Holland Company to be stipulated in the deed. The parties were men of experience in that line of business, and acting at arm's length.

We fully agree with the learned chancellor "that the evidence falls far short of showing any fraud practiced by either of the defendants in the preparation of the deed *** or in procuring its execution," or inequitable conduct on their part in reference to said transaction. We do not consider that this phase of the bill presents any matter of serious controversy, and it requires no further comment.

The question recurs, then, as to whether or not there was mutual mistake of the parties. Speaking of a bill seeking reformation of a written instrument on account of a mutual mistake of the parties, this court in White v. Henderson-Boyd Co., 165 Ala. 218, 51 So. 764, said:

"To

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