Keating v. Keating Mining Co.

• Decision Date: 23 November 1910
• Citation: 18 Idaho 660,112 P. 206
• Parties: JOHN KEATING, Appellant, v. THE KEATING MINING CO. et al., Respondents
• Court: Idaho Supreme Court

112 P. 206

18 Idaho 660

JOHN KEATING, Appellant, v. THE KEATING MINING CO. et al., Respondents

Supreme Court of Idaho

November 23, 1910

MINING CLAIMS-SALE OF-FRAUD AND CONSPIRACY-MORTGAGE-FORECLOSURE OF-FINDING OF FACTS-SUFFICIENCY OF EVIDENCE-FOREIGN CORPORATION-FILING ARTICLES-DESIGNATION OF AGENT-TAKING TITLE TO REAL ESTATE-PURCHASE PRICE-RESCISSION-LACHES.

(Syllabus by the court.)

1. The evidence held sufficient to sustain the finding of facts.

2. Where a seller receives the entire purchase price of the property sold and acquiesces in the transaction after he has had full knowledge of all the facts concerning it, he is estopped from a rescission of the contract by reason of his laches and neglect.

3. Where an owner has sold and conveyed real estate, and has received the purchase price therefor, he can neither legally nor equitably question the capacity of the vendee to take and hold the title.

APPEAL from the District Court of the First Judicial District, for Shoshone County. Hon. W. W. Woods, Judge.

Action to recover title to certain mining claims. Judgment for defendants. Affirmed.

Judgment affirmed, with costs in favor of the respondent.

A. G Kerns, for Appellant.

"Laches cannot be imputed to one in the peaceable possession of land for delay in resorting to a court of equity to correct a mistake in the description of premises in a conveyance through which title must be deduced. The possession is notice to all of the possessor's equitable rights, and he needs to assert them only when he may have occasion to do so." (Ruckman v. Cory, 129 U.S. 387, 9 S.Ct. 316, 32 L.Ed. 728; Brainard v. Buck, 184 U.S. 99, 22 S.Ct 458, 46 L.Ed. 449; Underwood v. Dugan, 139 U.S. 380, 11 S.Ct 618, 35 L.Ed. 197.)

The record shows that during all of the period after March, 1906, the plaintiff was seeking to secure his money for the property, and that the delay in commencing the suit was caused by the defendants. "A plaintiff cannot be chargeable with laches caused by the defendants." (Gunton v. Carroll, 101 U.S. 426, 25 L.Ed. 985.)

"A statute of limitation declaring the time within which action shall be commenced for relief on the ground of fraud applies to actions for relief from judgments obtained by fraud and conspiracy; and if commenced within the time therein limited, an action cannot be treated as barred by laches." (Lang Syne G. M. Co. v. Ross, 20 Nev. 127, 19 Am. St. 337, 18 P. 358; 2 Pom. Eq. Jur. 608.)

The Keating Mining Co. never acquired any title to the property involved herein, because it had not complied with the law relative to foreign corporations. (Katz v. Herrick, 12 Idaho 1, 86 P. 873; Tarr v. Western L. & S. Co., 15 Idaho 741, 99 P. 1049.)

John P. Gray, and Featherstone & Fox, for Respondents.

Keating is seeking in this action a rescission of the contract of March 21, 1906. He is barred by his laches and by his ratification.

Any deliberate act on his part, done with the full knowledge of his rights, inconsistent with an intention to rescind, and in effect taking advantage of the sale for his own benefit, will constitute an election to affirm the sale, by which he will be bound. (Emma etc. Co., Ltd., v. Emma etc. Co., 7 F. 401; McLean v. Clapp, 141 U.S. 429, 12 S.Ct. 29, 35 L.Ed. 804; 29 Am. & Eng. Enc. Law, 2d ed., 675.)

The right to rescind has been denied where after knowledge that the contract was voidable he extended the time of performance (Kraner v. Chambers, 92 Iowa 681, 61 N.W. 373; Hawes v. Swanzey, 123 Iowa 51, 98 N.W. 586; Herman v. Greseke (Tex. Civ.), 33 S.W. 1006); and where he makes use of the consideration (Perry v. Pearson, 135 Ill. 218, 25 N.E. 636; Dunks v. Fuller, 32 Mich. 242; Campbell v. Foster, 2 Tenn. Ch. 402; Watson v. Baker, 71 Tex. 739, 9 S.W. 867); and where he voluntarily delivers possession (Hatch v. Ferguson, 57 F. 959); also, where others have acquired an interest in the property (Litchfield v. Browne, 70 F. 141, 17 C. C. A. 28; Hurt v. Miller, 95 Va. 32, 27 S.E. 831; Emma Silver Mine Co. v. Emma Silver Mine Co. of N. Y., 7 F. 401). The right to rescind has been denied in Idaho on the ground of estoppel. (Eastwood v. Standard Mines Co., 11 Idaho 195, 81 P. 382.)

The court in this case, upon all the evidence, found that Keating was guilty of laches, which, even if his claims were true, would bar him from relief. (16 Cyc. 152, 162; Patterson v. Hewitt, 195 U.S. 309, 25 S.Ct. 35, 49 L.Ed. 214; Johnston v. Standard Min. Co., 148 U.S. 360, 13 S.Ct. 585, 37 L.Ed. 480; Idaho Gold Mines Co. v. Union Mines Co., 5 Idaho 107, 47 P. 95; Hammond v. Wallace, 85 Cal. 522, 20 Am. St. 239, 24 P. 837; Kerr, Mistake and Fraud, Bump's ed., pp. 302-306; Twin Lick Oil Co. v. Marbury, 91 U.S. 587, 23 L.Ed. 329.)

SULLIVAN, C. J. Ailshie, J., concurs.

OPINION

SULLIVAN, C. J.

This action was brought to restrain the sheriff of Shoshone county and his successors in office from executing or delivering to the defendant Goodsell, or his assigns, a sheriff's deed conveying the Golden Curry, the Savage, the Savage No. 2, the Grouse and the Minnie Moore lode mining claims situated in the Yreka mining district, Shoshone county; and to vacate and set aside a deed dated November 20, 1905, made by John Keating to J. Frank Watson, conveying to said Watson the aforesaid mining claims; also to set aside a deed dated August 15, 1906, executed by the said Watson and wife to the Keating Mining Co., conveying said described mining claims to said company; and to set aside and hold for naught a certain mortgage upon said mining claims executed by the said Keating Mining Co. to the defendant David Goodsell; and to set aside a certain judgment rendered February 17, 1908, in the district court of Shoshone county in an action wherein the said Goodsell was plaintiff and the said Keating Mining Co., defendant, which judgment directed the foreclosure of the aforesaid mortgage; and to quiet the title to said mining claims in the plaintiff, John Keating, or in case said relief could not be granted, then that the plaintiff be awarded a vendor's lien against said mining claims to secure to him the payment of the sum of $ 22,500, together with interest, and that such vendor's lien be given priority over all other liens against said mining claims, and for other relief.

The pleadings put in issue certain transactions between defendants J. Frank Watson, P. J. and R. J. Jennings, and it is alleged in the complaint that a conspiracy was entered into by said three defendants with the intent to cheat and defraud the plaintiff out of said mining claims without paying the agreed purchase price therefor; and it is also alleged that the defendant Goodsell procured a mortgage for $ 16,000 on said property for the purpose of cheating and defrauding the plaintiff out of said mining claims and the purchase price therefor. By amendment to the complaint, it is alleged that said Keating Mining Co. is a foreign corporation, and at the time J. Frank Watson and wife conveyed said mining claims to said corporation it had not complied with the constitution and laws of this state in regard to filing its articles of incorporation and designating an agent upon whom service of process might be made, and that for that reason it took no title to said property through said conveyance.

Upon the issues made by the pleadings, the cause was tried by the court and finding of facts was made and judgment entered in favor of the respondents. The appeal is from the judgment.

STATEMENT.

It appears from the record that sometime in 1905, appellant gave an option to purchase certain mining claims owned by him near Wardner, Idaho, to a man named Devin. About November 1st of that year, Devin interested respondent P. J. Jennings in the property and introduced him to the appellant Keating. After some negotiations with Keating and Devin, Jennings went to Portland, Oregon, and presented the matter to respondent J. Frank Watson, a banker. It appears that Jennings represented to Watson that Keating wanted $ 25,000 for said mining claims, to be paid as follows: $ 2,500 in cash, $ 2,500 in June, 1906, and $ 20,000 in a year, and that if Watson would put up $ 2,500 in cash and take care of the payroll in the development of said mining claims for ninety days, that he (Jennings) thought they could turn the property and make some money. After considering the matter, Watson agreed to put up the $ 2,500 in cash and take care of the payroll for ninety days. Jennings then went to Wardner and met Keating and Devin, and after certain negotiations with them they returned to Portland with him, at which place they called on Watson, and the following agreement was entered into by Keating and Watson:

"Memorandum of agreement made between John Keating of Wardner, Shoshone County, Idaho, hereinafter called the first party, and J Frank Watson, Trustee, of Portland, Oregon, hereinafter called the second party.

"WITNESSETH; The first party agrees to sell to the second party the following lode mining claims situated in Yreka Mining District in Shoshone County, Idaho, as follows, to wit:

"The Golden Curry and the Savage, as described by United States patent; also the Eastern Extension of said Savage, known as 'Savage No. 2'; the Eastern extension of Golden Curry, known as 'The Grouse'; and the Western Extension of the Savage, known as 'Minnie Moore,' for the sum of Twenty-five Thousand Dollars ($ 25,000.00) payments to be made as follows:

"On or before December 8, 1905

$ 2,500.00

"On or before June 8, 1906

2,500.00

"On or before December 8, 1906

20,000.00

"Said first party agrees to furnish an abstract of title showing a good, clear and unencumbered title to each of said claims the title to be satisfactory to, and subject to the approval of said second party;...