Martin v. Baird
| Decision Date | 18 May 1896 |
| Docket Number | 331 |
| Parties | John H. Martin, Appellant, v. William Baird |
| Court | Pennsylvania Supreme Court |
Argued May 1, 1896 [Copyrighted Material Omitted] [Copyrighted Material Omitted]
Appeal, No. 331, Jan. T., 1896, by plaintiff, from decree of C.P. Crawford Co., May T., 1895, No. 2, dismissing bill in equity. Affirmed.
Bill in equity to declare a trust, and for an account.
The facts appear by the opinion of HENDERSON, P.J., which was as follows:
FINDINGS OF FACT.
On, and for a considerable time prior to January 28, 1895, W. D. Rider, E. Y. Breck and J. H. Martin, the plaintiff, were the owners of a piece of real estate at Cambridgeboro in this county, having thereon a large hotel known as the Riverside hotel; together with the furniture and fixtures, etc., therein, and the barns, bottling works, bath houses, electric light house, laundry, etc., appurtenant thereto; which property is particularly described in the first paragraph of the plaintiff's bill. W. D. Rider owned the undivided one half of this property, and E. Y. Breck and J. H. Martin each the undivided one fourth. The property was used and managed by the owners as partners, under the firm name of Rider, Martin & Breck; Rider having a half interest in the firm and Martin and Breck each a one fourth interest.
Prior to January 28, 1895, the court of common pleas of this county decreed a sale of the property of said firm, described in the first paragraph of plaintiff's bill; and the same was advertised for sale by the master under said order, and the time for the sale fixed for January 29, 1895.
William Baird, the defendant, having seen the advertisment of the master's sale in a paper at Pittsburg, went to Cambridgeboro about January 20, 1895, and examined the property with reference to a purchase of it; at which time he discussed the subject of purchase of the property with the plaintiff, and had under consideration the project of buying the property and forming a partnership with plaintiff for the management of the hotel business, after the sale.
The defendant returned to Cambridgeboro on January 28, 1895, for the purpose of attending the master's sale of the property advertised to be held the day following. The subject of the purchase of the property by the defendant, and the formation of a partnership by the plaintiff and defendant thereafter, was again considered, and the conclusion reached that if the defendant should purchase the property at the master's sale, the plaintiff and defendant would form a partnership by articles of agreement in writing, for the conduct of the business of the hotel and sanitarium.
The partnership was not then formed, nor were the details of an agreement of partnership assented to, the arrangement being that the details of the contract of partnership and the written evidence thereof should be completed after the purchase by the defendant. It was also agreed between the parties that if the defendant should purchase the property, he would sell to the plaintiff an undivided one fourth thereof at the same price which he might pay therefor at the sale; and in pursuance of that agreement the defendant gave to the plaintiff a paper in the form following:
After the delivery of the foregoing paper and later in the same day the defendant concluded to purchase the property at a private sale from the owners, if practicable, and stated to the plaintiff that he intended to see Rider and Breck to ascertain whether they would sell, and at what price. The plaintiff objected to such action, but the defendant nevertheless entered into negotiations with Rider and Breck, the result of which was that they offered to sell their respective interests in the property at the rate of $75,000 for the whole. The defendant informed the plaintiff of this fact, and asked him whether he was willing to sell at the same rate; the plaintiff stated that he was, whereupon the article of agreement, a copy of which is attached to defendant's answer and marked exhibit "A," was entered into between W. D. Rider, E. Y. Breck and J. H. Martin of the first part, and William Baird of the second part, by the terms of which first parties agreed to sell to the second party all the real estate used by them in the conduct of the business of the Hotel Riverside, and all the personal property owned by the firm of Rider, Martin & Breck, except cash on hand and book accounts; and to deliver to the second party good and sufficient conveyances therefor on or before February 5, 1895. In consideration for which second party agreed to pay first parties $75,000, in proportion to their respective interests in said property, and according to the terms particularly set forth in the said agreement. No other consideration was agreed upon nor offered by the defendant to the plaintiff as an inducement to execute the article of agreement last referred to than that which is stated in the agreement.
Just after the execution and delivery of this agreement the plaintiff asked the defendant whether he was still willing to go into partnership with him; he stated that he was, and by agreement of the parties the memorandum signed by William Baird, above recited, relating to the purchase of the property in the master's sale for $70,000 was altered by inserting the word "more" instead of the word "less," so as to read:
It was supposed by the parties that by such alteration the memorandum would be sufficient to evidence the agreement made after the execution of the articles of agreement for the sale of the property to Baird, and for the sale by the latter to Martin of an undivided one fourth of the property in view of the contemplated partnership.
The weight of the evidence shows -- and I so find -- that the property was bought by the defendant with the understanding that the title to the whole should be conveyed to him, and that no conveyance should be made to the plaintiff until the partnership had been formed by articles of agreement in writing signed by the parties.
On the 29th day of January the defendant gave the plaintiff his promissory note for $500, payable in ten days, on account of plaintiff's share of the first payment under the articles of agreement for the sale of the property to the defendant. It was understood by the parties that when a partnership was formed, as above recited, and a quarter interest in the property conveyed to the plaintiff by the defendant, this note should be surrendered to the defendant. On the 5th day of February, 1895, W. D. Rider, J. H. Martin and E. Y. Breck each delivered to the defendant a separate deed of general warranty for his interest in the property described in the articles of agreement above referred to.
The evidence does not show that the defendant acquired title to the property under the articles of agreement executed by Rider, Martin & Breck, or under the deed delivered by the plaintiff to the defendant on February 5, 1895, by means of any fraud, artifice, deceit, or misrepresentation.
At the date of the delivery of the deed from the plaintiff to the defendant no money was paid. The weight of the evidence shows, and I so find, that a bond and mortgage were repared for delivery to Martin to secure the balance of the purchase money.
The bond and mortgage were, however, not delivered to the plaintiff, in view of the intention to form a partnership and convey one fourth of the property to the plaintiff.
Between the 29th of January and the 5th of February, the plaintiff and defendant went to Cleveland with reference to the interest of the contemplated partnership and the prosecution of the business thereunder, and there arranged to have policies of insurance to a large amount, then on the property, transferred in consequence of the sale. A statement was made to the insurance agent having charge of the business that a partnership was in contemplation between plaintiff and defendant; and it was decided by the insurance agent that the policies ought to be transferred to William Baird and J. H. Martin, doing business as William Baird & Co., as their interests might appear. A consultation was also had with different persons in Cleveland with reference to the employment of a purveyor for the hotel.
On the date of the delivery of the deeds to the defendant the policies of insurance were transferred, as arranged for at Cleveland.
On the day of the delivery of the deeds of the property to the defendant, and after their delivery, it was arranged that a deed should be prepared from the defendant to the plaintiff for one undivided fourth of the property that day conveyed to the defendant.
The plaintiff's interest in the real estate conveyed to defendant was covered in part by mortgages, which ...
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