O. K. Boiler & Welding Co. v. Minnetonka Lumber Co.

• Citation: 229 P. 1045,1924 OK 930,103 Okla. 226
• Decision Date: 14 October 1924
• Docket Number: Case Number: 13951
• Parties: O. K. BOILER & WELDING CO. et al. v. MINNETONKA LUMBER CO. et al.
• Court: Supreme Court of Oklahoma

1924 OK 930

229 P. 1045

103 Okla. 226

O. K. BOILER & WELDING CO. et al. v. MINNETONKA LUMBER CO. et al.

Case Number: 13951

Supreme Court of Oklahoma

Decided: October 14, 1924

Syllabus

¶0 1. Joint Adventures--Creation of Relation.

A joint adventure may be an engagement between or among two or more parties to undertake the doing of a single act, or it may be for engaging in some particular line of business. The relationship is created by contract between and among the parties.

2. Same--How Status Inferred.

The status may be inferred from the purpose of the enterprise, the acts and conduct of the parties in relation to the engagement. In some cases the acts and conduct of the parties may speak above the expressed declarations as to the creation of the undertaking and its scope.

3. Same--Partnership Distinguished.

The principal distinction between a partnership and joint adventure is that the latter may be an engagement among several parties to undertake the performance of a single act.

4 Same--Agency Relation of Parties.

Each member of the joint adventure acts for himself as principal and as agent for the other members, within the general scope of the enterprise. The law of partnership applies in settlement of the questions arising among the parties, and in relation to third parties In substance, it is the law of principal and agent.

5. Same--Purchase and Improvement of Real estate--Validity of Mechanic's Lien.

Where the sale of real estate has been contracted for by the members of a joint adventure, for a particular purpose, the agreement of one of the parties for the purchase of material for the construction of buildings on the property, in pursuit of the object of the enterprise, is equivalent to written consent by the owner, and through agency by the other members of the undertaking, for the creditor to perfect a lien on the premises for the improvement.

6. Mechanics' Liens--Liability of Premises

Under Contract to Sell. Section 7461. Comp. Stat. 1921. relates to contracts for improvements made by the holders of real estate under agreement with the owner to purchase. The statute does not apply to an owner who makes a contract for the improvements. The lien would affect merely the interest of the owner in the property.

7. Same--Judgment Sustained.

Record examined; held, to be sufficient to support judgment in favor of the lien creditors.

E. W. Smith and Reynolds & Williams, for plaintiffs in error.

Hummer & Foster, and R. E. Simpson, for defendants in error.

STEPHENSON, C.

¶1 It being the purpose of the officers of the O. K. Boiler & Welding Company to conduct the business of the company in the town of Henryetta, E. J. Baker entered into a contract with the Minnetonka Lumber Company for the purchase of building materials for the corporation. The lumber company sold and delivered the materials to the company in accordance with the agreement for the construction of the buildings. At the time of the purchase of the lumber a site had been selected on which to locate the buildings, but the title had not been taken. Later it was decided to purchase the site and property of a refining company for use of the boiler company as its new location. The site and machinery of the refining company were purchased through the receiver in bankruptcy proceedings against the refining company. The receiver deeded the property Jointly to E. J. Baker and J. J. Houston, as individuals. The deed of conveyance did not indicate that other parties were interested in the purchase of the property, but it appears from the pleadings and evidence that three or four other persons joined in the purchase of the property. The understanding among the parties, as disclosed by the proceedings herein, was to purchase the entire property of the refining company, and sell the machinery and a portion of the site, leaving about four acres of land as a location for the buildings of the boiler company. The grantees had agreed to convey the desired acreage to the boiler company. The officers of the boiler company had been in conference with the chamber of commerce of Henryetta in relation to the citizens of the town giving aid to the new enterprise. It was agreed on the part of the chamber of commerce that the people of Henryetta would subscribe for and take stock in the corporation to the extent of several thousand dollars. It was generally understood among citizens of the community that the site of the refining company was acquired for the purpose of locating the boiler company thereon. E. J. Baker, for himself, and as president of the corporation, entered into a contract with O. F. Fisher to construct buildings on the refining company site for the use of the boiler company. The buildings were constructed and completed from the materials purchased by Baker from the lumber company. The boiler company went into possession of the buildings and site, and operated its business thereon for several months. Baker and Houston for some reason, failed to convey the title of the land to the boiler company, on which the buildings were located, as the owners had agreed to go. The title remained in Baker and Houston until the same was conveyed by them to Gertrude Baker, the wife of E. J. Baker. The corporation failed to pay either the lumber company for the material or Fisher for constructing the buildings. The creditors filed mechanic's liens against the property prior to the time of its conveyance to Mrs. Baker. Neither the lumber company nor the contractor obtained the written consent of J. J. Houston for the sale of the lumber or the construction of the buildings un the property. It is not claimed by any of the defendants that the undisclosed owners of the property were known to the lien claimants. But this is not material to the questions concerned in this appeal. The lumber company commenced its action against Baker and the boiler company for recovery of the indebtedness, and to foreclose its mechanic's liens. The contractor and other claimants to the property were joined as defendants. In the trial of the cause judgment went for the contractor and lumber company for the amount of their claims, and to foreclose their liens. The boiler company and other defendants have appealed the cause to this court, and seek a reversal of the judgment on the ground that the lien claimants did not secure the written consent of the owners to furnish the building materials and to construct the buildings on the property.

¶2 For the support of their contentions, the appellants rely on the provisions of ...