Poland v. Beal

• Decision Date: 16 October 1906
• Citation: 78 N.E. 728,192 Mass. 559
• Parties: POLAND et al. v. BEAL et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

192 Mass. 559

78 N.E. 728

POLAND et al. v. BEAL et al.

Supreme Judicial Court of Massachusetts, Suffolk.

October 16, 1906

On June 29, 1901, respondent Leslie C. Wead, together with the late Gordon Prince entered into a declaration of trust for the purpose of purchasing, improving and holding certain real estate in Boston, upon which they caused to be erected an apartment hotel. Prior to March 12, 1902, the trustees issued to respondents William F. Beal and Arthur H. Bowditch all the shares of the hotel trust. Shortly before the hotel was finished Dore & Hammond proposed to the trustees to lease the hotel for ten years, on condition that the trustees install certain laundry furnishings and fixtures. The proposition was submitted by the trustees to Beal and Bowditch and they on March 12, 1902, executed and delivered to the trustees a written instrument set out below, instructing them to accept the proposition of Dore & Hammond, and agreeing to furnish money up to $4,000 necessary to provide laundry fixtures. Thereafter complainants were shown this written agreement and relying thereon agreed to provide and install the laundry fixtures for $1,340, which they did, after which the fixtures and machinery were orally approved by Mr. Wead acting as sole surviving trustee, but defendants Beal and Bowditch not having furnished the money, Wead refused to pay complainants' bill, which defendants, Beal and Bowditch thereafter failed and refused to pay, though they became the owners of the legal title to the hotel property by certain conveyances, and continued to operate the hotel. The authorization to the trustees is as follows:

'Boston March. 12, 1902.

'Leslie C. Wead and Gordon Prince, Trustees of the Carlton Hotel Trust--Dear Sirs: The undersigned, owners of all the shares issued by the trustees of the Carlton Hotel Trust, hereby request you to accept the proposition for a lease of the Carlton Hotel for a period of ten (10) years from October 1st, 1903, at an average annual net rental of twenty-five thousand (25,000) dollars, as contained in the letter from F L. Dore and R. O. Hammond to Whitcomb, Wead & Co., dated March 10th, 1902, and we agree that we will furnish the money (not exceeding four thousand (4,000) dollars) necessary to provide for the kitchen and laundry furnishings and fixtures required under the terms of their proposition.

'And we further request that you will pay to Whitcomb, Wead & Co. a commission for negotiating the lease at the usual rate amounting to twenty-five hundred (2500) dollars, such payment to be taken from the rentals as collected at the rate of five hundred (500) dollars per annum until the whole amount is paid. The lease shall be drawn in such usual form as may be acceptable to the trustees.

'Yours truly,

'[Signed] William F. Beal.

'Arthur H. Bowditch.'

COUNSEL

H. C. Fabyan and W. N. Poland, for plaintiffs.

Carleton Hunneman, for defendants.

OPINION

BRALEY J.

This is an appeal in equity from a decree dismissing the plaintiff's bill, and the case comes before us on a report of all the evidence, but without any findings of fact. It therefore becomes necessary to consider the evidence under the usual rule, that where in equity a case has been tried and decided either in the superior court, or by a single justice, the decree from which the appeal is taken will not be reversed unless found to be plainly erroneous.

But this salutary rule of practice does not operate to prevent the full court, upon consideration of the evidence reported, from reaching a different conclusion. Callanan v. Chapin, 158 Mass. 113, 32 N.E. 941; Goodell v. Goodell, 173 Mass. 140, 53 N.E. 275; Allen v. French, 178 Mass. 539, 60 N.E. 125; Colbert v. Moore, 185 Mass. 227, 70 N.E. 42; Fleming v. Cohen, 186 Mass. 323, 325, 71 N.E. 563, 104 Am. St. Rep. 572.

There being little, if any, conflict in the evidence upon the question involved, the credibility of witnesses ceases to be of importance, and giving to the defendants any benefit to which they may be entitled by force of the rule, we come directly to the principal issue of fact, namely, whether by a fair preponderance of the evidence, the plaintiffs furnished the materials and labor required for the equipment of the laundry within the scope of the authority conferred upon the trustees by the letter of the defendants Beal and Bowditch.

It clearly appears that the intended lessees wrote a letter to a firm of real estate brokers, containing a proposal to lease the trust estate for ten years at a specified rental, but as a part of their offer they required that certain laundry furnishings and kitchen fixtures should be provided by the owners. While this letter was not put in evidence, and it does not appear in what particular form these requirements were stated, yet the inference fairly is to be drawn that they were included in a general statement without any description of the several articles which composed the complete outfit which was required to...