Roberts v. Hilton Land Co.

• Decision Date: 21 February 1907
• Parties: ROBERTS v. HILTON LAND CO.
• Court: Washington Supreme Court

88 P. 946

45 Wash. 464

ROBERTS v. HILTON LAND CO.

Supreme Court of Washington

February 21, 1907

Appeal from Superior Court, King County; H. B. Rigg, Judge.

Action by Tom R. Roberts against the Hilton Land Company. From a judgment for plaintiff, defendant appeals. Affirmed.

Fullerton J., dissenting.

Wright & Kelleher, for appellant.

Granger & Magill, for respondent.

DUNBAR J.

The Haynes-Cowen Company were engaged in the real estate business in the city of Seattle. One John Hilton, a resident of the city of Everett, authorized them to sell the south 54 feet of lot 4 and the north 6 feet of lot 5 in block 289 of Seattle tide lands. Soon thereafter the brokers found a purchaser in the person of plaintiff, accepted from the plaintiff a deposit of $500, and gave him a receipt signed by them. They informed Mr. Hilton of the transaction, which, he replied was satisfactory, and received $250 out of the $500 which had been paid to the Haynes-Cowen Company. Refusing to carry out the terms of the contract, this action was brought by the purchaser to enforce specific performance. The court found That Hilton was the owner of 98 out of 100 shares of the capital stock of the corporation which actually owned the land in controversy. That he had been in sole charge and control of the affairs of said corporation. That he was the president and general manager, fully and completely authorized to sell any of the property of said corporation on such terms and at such prices and to such parties as he deemed fit. That he kept and mingled his own personal funds with those of the corporation. That the Hilton Land Company, acting through Hilton, its authorized agent directed the Haynes-Cowen Company to sell the lands in controversy upon certain terms, to wit, $6,000; $3,000 down, and $3,000 payable in one year at 7 per cent.; the deed to be delivered on payment of the first $3,000, and the last $3,000 to be evidenced by a note secured by first mortgage on said property; the said defendant, the Hilton Land Company, to furnish an abstract of title to said premises. Found that the Haynes-Cowen Company sold the premises in accordance with the instructions of the defendant, and delivered to the plaintiff their certified receipt or contract in writing, in words and figures as follows, to wit: 'Seattle, Sept. 28th, 1905. Recd of Tom R. Roberts five hundred ($500.00) dollars acct purchase south 54 ft. lot 4 & north 6 ft. lot 5 block 289 Seattle tide lands. Price 6,000.00 free from all taxes & assessments. Terms 500.00 down herewith & for which this is receipt. $2,500 cash in 15 days. 3,000 in one year, 7 per cent. int. Total, $6,000. Abstract full warranty deed to be furnished. Haynes-Cowen Co., Agents.' And found that, at the same time and place, it was agreed that the contract should be carried out as agreed upon between defendant and the Haynes-Cowen Company. That immediately after said transaction, Haynes, by telephone communication, notified Hilton that he had sold the property. That he had received $500. Also fully informed him as to the terms of said sale. That said Hilton, in response, stated that the sale was all right, and satisfactory to him. That on September 29, 1905, Haynes paid to Hilton of said $500 the sum of $250, and also received a receipt therefor. That said receipt was executed by said Hilton for, and in behalf of, the defendant corporation, and said money was so received by him. That said receipt was so executed with full knowledge of all the facts of the sale of said property by said Haynes as agent of the defendant, of the terms thereof, of the party to whom the sale had been made, and of the payment thereof of $500. That shortly afterwards the said defendant repudiated said contract of sale and refused to perform the same. The eighth finding of fact is in relation to a mistake made by the plaintiff in regard to the ownership of one-fifth of the property in dispute, which it is not necessary to discuss in this opinion. Conclusions of law were made, and judgment entered in favor of the plaintiff. From such judgment this appeal is taken.

The defendant excepts to the correctness of the material findings of fact, and to the conclusions of law, and to the refusal of the court to make the findings proposed by the defendant. In our opinion the facts found are justified by the record, and the conclusions are properly deducible from such findings. The assignments of error are that the court erred in overruling the defendant's demurrer to the complaint, in overruling defendant's objection to the introduction of any evidence, error in admitting testimony, and in making certain findings of fact.

The assignment that the court erred in overruling the demurrer to the complaint and in overruling the defendant's objection to the introduction of any evidence is based upon the act of 1905 (Sess. Laws 1905, p. 110, c. 58). Under the provisions of this chapter it is contended that, the contract of employment not being in writing, the same was void. This question was settled against appellant's contention in Pierce v. Wheeler, 87 P. 361. Nor do we think there is any merit in appellant's contention that it was not responsible for the contracts made by Hilton. It is shown by the testimony, and conceded by the appellant, that Hilton was the owner of 98 shares out of 100 shares of the corporation; that one share was held by L. B. Crosby, and one share by W. P. Bell, attorney for the company, Crosby being a nominal holder of stock, having no real interest in the company. He paid nothing for the stock, had nothing to do with the transaction except as secretary to sign the papers which Mr. Hilton required him to sign. The record shows that Hilton had no personal bank account, but that his personal money and money belonging to the Hilton Land Company were both deposited in the account of the Hilton Land Company, and his checks in his own personal business were drawn by him upon that bank account, and the money which he received as a payment on this transaction was deposited to the credit of the Holton Land Company. Hilton made no distinction between his individual business and the business of the land company, and it does not make a particle of difference whether we consider the land as the property of Hilton or of the Hilton Land Company. In either event, it is the same land and the same owner, and the owner cannot escape responsibility by any such acts of legerdemain as are attempted by the appellant in this case. It will not be allowed to contract the land as Hilton's and then, when it rues the contract, plead the ownership of Hilton Land Company, and vice versa. This same proposition was before this court in Mitchell v. Lea Lumber Company (Wash.) 86 P. 405, where two corporations, the stock of which was owned practically by the same individuals, attempted to defeat the right of the plaintiffs to recover, on the ground that they had sued the wrong corporation. In speaking of the claim, this court said: 'It is not material that the actual driving may have been done by another corporation than respondent. Such corporation became no more than the agency through which the respondent made use of its license, and the latter should not, therefore, evade its responsibility.'

The only serious question in this case is that of whether the Haynes-Cowen Company had authority to enter into a contract of sale for the land which had been placed in their hands for sale by the appellant, the contention of the appellant being that the authority only extended to finding a purchaser, and that the contract of sale would have to be made between the purchaser and the owner. And it is contended that this was squarely decided by this court in the case of Carstens v McReavy, 1 Wash. 359, 25 P. 471, and such seems to have been the effect of that decision. We are not prepared to overrule the doctrine there announced, nor do we wish to extend it. In that case there was no element of estoppel by reason of the contract having been ratified in any manner whatever; it appearing that the contract was made for the defendant's property without his knowledge and in his absence from the state, and that, when it came to his knowledge, he refused to recognize the contract and denied the authority of the agents to sell. This case, it seems to us, falls more squarely within the rule subsequently announced by this court in the case of Service v. Deming Investment Company, 20 Wash. 668, 56 P. 837, where, without noticing the case of Carstens v. McReavy, supra, the court held that, although the...