Perry v. Morrison
Citation | 247 P. 1004,118 Okla. 212,1926 OK 394 |
Decision Date | 20 April 1926 |
Docket Number | Case Number: 16279 |
Parties | PERRY v. MORRISON. |
Court | Oklahoma Supreme Court |
¶0 1. Joint Adventures--Definition.
A joint adventure is a special combination of two or more persons where in some specific venture a profit is jointly sought without any actual partnership or corporate designation.
2. Same--Rights Inter Sese--How Determined.
P. and M. were appointed by written contract by L. his exclusive brokers for five days to sell an oil lease, their commission to be the excess derived above a stated price. Held, they engaged in a joint adventure and their rights, inter sese, are to be inferred from the contract and their acts and conduct in relation to the engagement, under the law of partnership.
3. Same--Fiduciary Relation Requiring Utmost Good Faith.
The relation between the parties to a joint adventure is fiduciary in its character, and requires the utmost good faith in all the dealings of the parties with each other.
4. Same -- Purchase of Property by Joint Adventurer for Individual Account.
Until the adventure has terminated or the enterprise has been abandoned, a joint adventurer cannot exclude his associates from an interest in the property by purchasing it for his individual account.
5. Same--Accounting to Associates Required of Purchaser.
If he does so purchase, in breach of his duty, or even for the purpose of carrying out the joint adventure, his payment for the property will be deemed to have been made for the benefit of the joint adventurers, and he will be compelled to account to his associates for any profits thus coming into his hands, adjusting costs and expenses.
6. Same--Right to Accounting for Broker's Commission Sustained.
Under the record, the joint adventure was not abandoned, and defendant is held as for accounting under the foregoing rules.
Commissioners' Opinion, Division No. 2.
Error from District Court, Hughes County; George C. Cramp, Judge.
Action by A. F. Perry against R. W. Morrison, Jr., for accounting of broker's commission. From a judgment for plaintiff for $ 100, plaintiff appeals. Reversed, with directions.
Anglin & Stephenson, for plaintiff in error.
Pryor, Stokes & Carver, for defendant in error.
¶1 Parties appear here as in the trial court. Perry sued Morrison on accounting for $ 1,000, one-half of broker's commission. The contract, dated July 27, 1923, provided in part that first party, Linker et ux., "does hereby appoint the second party (Perry and Morrison) the sole and exclusive agent and attorney to sell an oil and gas mining lease" on 40 acres, describing same, Plaintiff alleged that he and defendant were to split such profits (corroborated by defendant's evidence infra); that plaintiff immediately took up the sale of such lease with the Atlantic Oil Producing Company of Tulsa, and on August 2, 1923, being the fifth day under said contract, closed negotiations for sale to that company for $ 6,000; that defendant procured the lease to be executed by Linker and wife to him. Morrison as grantee, and drew draft on said Atlantic Company, payable to himself through the Farmers National Bank of Holdenville, which was paid, and that defendant retained the entire $ 2,000 commission, one-half of which belonged to plaintiff.
¶3 Defendant further testified that he incurred considerable expense in and about the sale. We take it that on July 28th defendant caused the lease to be executed by the Linkers to himself, as lessee, in order to facilitate the sale, and placed it in said bank with sight draft attached on that day. The record contains an assignment of the lease in due form, dated and acknowledged on August 4, 1923, by defendant, Morrison, to said Atlantic Oil Producing Company. Defendant also admitted that he thought he had the lease sold to Pitts. The Linkers testified that defendant stated to them that he had the lease sold at the time he procured same on July 28th. Plaintiff, Perry, testified that he negotiated sale of the lease on the fifth day to Atlantic Oil Producing Company, that is, "we contracted to sell it * * * within the time limit set by Linker * * * by purchase order from the company, Yes, sir, that is the customary way. * * * and if the title was satisfactory to them when we got it examined, why, they were to take it"; that he told defendant of such sale on the fifth day. It appears also from the testimony of plaintiff and one Hayden, that the latter was a side partner of the plaintiff in the oil and gas business; that the day after the agency contract was signed, at the instance of plaintiff, Hayden went to Tulsa to sell this lease. Plaintiff and Hayden knew of the pending sale by defendant Morrison, to Pitts in Tulsa, and also learned before the expiration of the five days that the proposed sale to Pitts had failed. It is undisputed that Hayden procured said Atlantic Company, as purchaser, and that said company did thereafter pay defendant $ 6,000 for the lease. It seems defendant had sent the lease and abstract to Tulsa, and Hayden was unable to procure same to be delivered to the Atlantic Company before the expiration of the five days; that he did cause the Atlantic Company, through its bank, to send said telegram to the bank at Holdenville in the afternoon of the fifth day, as testified to by defendant, agreeing to purchase the lease for $ 6,000 on approval of title. Hayden was acting for and on behalf of plaintiff. It thus appears that the plaintiff and defendant each sought to sell said lease immediately upon procuring the contract from the Linkers; that defendant's prospective purchaser failed, but that said Atlantic Company, procured by plaintiff through Hayden, did finally consummate the purchase. The controversy is not between the vendors, the Linkers,...
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