Soudan Planting Co. v. Stevenson
| Decision Date | 06 May 1907 |
| Citation | 102 S.W. 1114 |
| Parties | SOUDAN PLANTING CO. v. STEVENSON et al. |
| Court | Arkansas Supreme Court |
Action by J. E. Stevenson and others against the Soudan Planting Company. From a judgment for plaintiffs, defendant appeals. Reversed.
H. P. Rodgers was the owner of two plantations situated on the St. Francis river, in Lee county, known as the "Soudan and Westwood Places." He sold the same to Henry Banks and Lem Banks. The Soudan Planting Company was a corporation formed by the Messrs. Banks for the purpose of receiving title to said lands and operating the plantations thereon. The consideration for the sale of the property was $100,000, divided into 10 equal payments, bearing 6 per cent. interest. Pending negotiations, Mr. Lem Banks wrote Mr. Rodgers the following letter: Pursuant to the request of Mr. Banks in said letter, the clause inserting into the contract the provision that "in case delivery is hindered by bad weather, scarcity of pickers or other circumstances beyond the control of purchasers, then delivery of cotton shall be made as soon after dates named as possible," was agreed to by Mr. Rodgers.
Both the Messrs. Banks were large landowners, and Mr. Henry Banks owned 30 or more plantations, with a cotton acreage on all of them ranging from 200 acres down. Mr. Rodgers was thoroughly familiar with the landed interests of the Messrs. Banks. The contract was operated under during 1903 and 1904 without any friction. In 1903 delivery was made from the places, but not enough to satisfy the contract, and settlement was made as to the residue on a basis of cash for middling cotton, and in 1904 the cotton was delivered from the said places. Before the time of the performance of the contract in 1905, both Mr. Rodgers and Mr. Henry Banks had died. In fulfillment of the contract in 1905, tender was made to the executors of Mr. Rodgers' estate of cotton of the average grade and quality on the Marianna market at the time such deliveries were due. This was refused, and this action was brought to enforce a specific performance of the contract, to the effect that cotton taken from the Soudan and Westwood places only should be delivered in payment of the contract, and to enjoin it from being diverted into the market until the payments under the contract were satisfied. In the trial, parol testimony was introduced to show the intention of the parties to the contract, and correspondence between the parties was also introduced; the most important being the letter just quoted. It was established that, owing to the grade and staple of the cotton grown on the Soudan and Westwood places, said cotton was worth on an average one cent more on the market in Marianna than the average cotton sold on that market at the same time. The superior grade and quality of the Soudan and Westwood cotton was due to several facts, one of which was the strength of the land in the St. Francis bottoms, where said plantations were situated, and the superior quality of the seed used thereon, and the excellent manner of planting, ginning, and handling the crop. During the ownership of Mr. Rodgers, the plantations had been largely planted with what is known as "Black Rattler" seed, which produced a fine quality of staple cotton; but, under the management of the Soudan Planting Company, it was found that the tenants were dissatisfied with the "Black Rattler" seed, owing to the difficulty in picking same, and change was made to seed for another long staple cotton, which continued to make Soudan cotton average better than cotton generally on the Marianna market. Under the ownership of the Soudan Planting Company, a new and expensive gin was installed, and this improved the grade of the cotton ginned by it. The grade of the cotton was determined largely, if not entirely, by the method of planting, cultivating, ginning, and handling, while the staple was principally determined by the seed and the soil. The Soudan and Westwood plantations had evidently been well managed under Mr. Rodgers' management, and continued to be well managed under the Banks' management, and owing to the improved gin placed there the grade of the cotton was improved. This management, coupled with the fertility and strength of the soil and the quality of cotton raised thereupon, had given, and continues to give, the Soudan and Westwood cotton the grade and staple referred to, producing on an average one cent per pound more on the Marianna market than the average cotton marketed there.
No question was raised in the chancery court as to the jurisdiction of chancery to enforce specific performance of the contract in question, and none is raised here. The chancery could held that it was the intention of the contract that delivery should be made from cotton grown on the Soudan and Westwood places, and decreed accordingly, giving judgment in favor of the estate of Rodgers for one cent per pound more than the value of the cotton which was tendered, and the planting company has appealed.
Lem Banks and N. W. Norton, for appellant. H. F. Roleson and Moore, Smith & Moore, for appellees.
HILL, C. J. (after stating the facts).
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