Twin Falls Orchard & Fruit Co. v. Salsbury

• Decision Date: 24 June 1911
• Citation: 117 P. 118,20 Idaho 110
• Parties: TWIN FALLS ORCHARD AND FRUIT COMPANY, Appellant, v. GEORGE W. SALSBURY and BELLE BROWN, Respondents
• Court: Idaho Supreme Court

117 P. 118

20 Idaho 110

TWIN FALLS ORCHARD AND FRUIT COMPANY, Appellant, v. GEORGE W. SALSBURY and BELLE BROWN, Respondents

Supreme Court of Idaho

June 24, 1911

REAL ESTATE-CONTRACT-CONSTRUCTION OF-TENANTS IN COMMON-SALE OF INTEREST OF ONE-TECHNICALITIES.

(Syllabus by the Court.)

1. Where Salsbury has title to sixty-eight acres of land and enters into a contract with Tyler and Schurger whereby Salsbury shall clear the land of sagebrush, plow and cultivate it, and Tyler and Schurger shall furnish the fruit trees and do certain other work in connection with planting said land to fruit, and Salsbury shall own one-half thereof and T. and S. the other half, and Salsbury thereafter sells his one-half interest in said land to Mrs. B. with the knowledge and consent of T. and S., and she takes possession of said land and proceeds to comply with S.'s part of said contract in regard to the cultivation of said land, and thereafter T. and S. and one H. enter into negotiations with Mrs. B. for the purchase of her one-half interest in said land, and finally purchase the same for the sum of $2,500 and T., S. and H. form the plaintiff corporation which takes over the title to said land, held, that Mrs. B. and her grantor are not liable to said corporation for one-half of said land at the rate of $250 per acre, or any other sum under the terms of said contract.

2. In the construction of a contract, the court should endeavor to arrive at the real intention of the parties, and if there is room for doubt as to its true meaning, the facts and circumstances out of which such contract arose should be considered and the contract construed in the light of such facts and circumstances, so that the intention of the parties to the contract may be ascertained, if possible, and given effect.

3. Where tenants in common own certain real estate, the legal title to which is in one of them, and the others consent that the one so holding the title may transfer or sell his interest therein, they thereby accept the purchaser as a tenant in common with them, and would have no more right of action against such purchaser under the contract between them than they would have had against their former cotenant had he held the title to the property himself.

4. Courts of justice will not so construe a contract as to give some of the parties thereto an unconscionable advantage unless by the clear terms of the contract such advantage was intended.

APPEAL from the District Court of the Fourth Judicial District for Twin Falls County. Hon. Edward A. Walters, Judge.

Action to recover the purchase price for the alleged sale of real estate. Judgment for the defendants. Affirmed.

Judgment affirmed, with costs in favor of respondents.

F. A. Hutto, for Appellant.

All prior or contemporaneous negotiations were merged into the written deed, executed and delivered on July 6, 1909, and as restricted by the contract. (Jacobs v. Shenon, 3 Idaho 274, 29 P. 44; Morrow v. Matthews, 10 Idaho 423, 79 P. 196; Tyson v. Neill, 8 Idaho 603, 70 P. 790.)

"Every grant or conveyance of an estate in real property in conclusive against the grantor, also against every one subsequently claiming under him." (Sec. 3114, Rev. Codes; 16 Cyc. 686, 700, and authorities cited; Dennison v. Willcut, 3 Idaho 793, 35 P. 698; State v. McDonald, 4 Idaho 468, 95 Am. St. 137, 40 P. 312; Davis v. Nat. Sec. Co., 139 Cal. 223, 72 P. 1001; Wells-Fargo & Co. v. Alturas Com. Co., 6 Idaho 506, 56 P. 165; Dutton v. Ensley, 21 Ind.App. 46, 69 Am. St. 340, 51 N.E. 380; Deiderick v. Alexander, 58 Kan. 56, 48 P. 594; Hutchison v. Lord, 1 Wis. 286, 60 Am. Dec. 381; Daniels v. Tearney, 102 U.S. 415, 26 L.Ed. 187.)

Belle Brown and Salsbury are estopped from denying the terms of the deed and the contract. (13 Cyc. 604, 611, and cases cited.)

For the court to allow Tyler and Schurger to be divested of their interest, by proof of oral consent, is clearly contrary to the plain provisions of law, and should have been stricken. (Secs. 6007 and 6009, Rev. Codes; McGinness v. Stanfield, 6 Idaho 372, 55 P. 1020; 20 Cyc. 218; 12 Ency. of Ev. 23.)

Sweeley & Sweeley and P. W. Monahan, for Respondents.

The rights of tenants in common are distinct and separate, that is, one can sell and dispose of his interest without the consent of, and without affecting, the other or others. (17 Am. & Eng. Ency. of Law, 655; Pearis v. Covillaud, 6 Cal. 617, 65 Am. Dec. 543.)

A sale of the whole property by one tenant in common does not dispose of nor affect the interest or interests of the other or others, but passes only the title which he may have. ( Ames v. Howes, 13 Idaho 766, 93 P. 35; People v. Marshall, 8 Cal. 51; Emeric v. Alvarado, 90 Cal. 444, 27 P. 356.)

SULLIVAN, J. Ailshie, Presiding J., concurs in the conclusion.

OPINION

SULLIVAN, J.

This action was brought to recover a money judgment of $ 8,500 on account of a real estate deal growing out of the following contract:

"This agreement made and entered into by and between G. W. Salsbury of Buhl, Twin Falls County and State of Idaho, party of the first part, and George C. Tyler of Kimberly, and Herman C. Schurger of Twin Falls, both of Twin Falls County and State of Idaho, parties of the second part, WITNESSETH:

"It is hereby mutually understood that the said parties are desirous of entering into an understanding and agreement, whereby said parties will plant out about sixty-eight acres of fruit on the land hereinafter described, each contributing an amount to be named herein and to share the profits and losses as herein named. It is further understood and agreed that the first party is the owner, in fee simple, of the following described land, situated in the County of Twin Falls and State of Idaho, to wit: Lots two (2) and three (3) in section eighteen (18) township nine (9), south of range fifteen (15), E. B. M., and that said first part has a contract with the Twin Falls Land and Water Company for water for the same and has made one payment thereon and that there are no other liens thereon.

"It is hereby agreed on the part of the first party that he will prepare, by clearing the sage brush, plowing and leveling to admit watering the same, all of said ground and will at all times hereinafter mentioned cultivate the same and water it under the direction of said George C. Tyler and both parties will gather and prepare for market any and all fruit that may be produced thereon; that he, first party, will furnish the land and make title thereto and convey by good and sufficient warranty deed any and all said land under the conditions hereinafter named. Said land is to be prepared so as to enable the second parties to plant out in the spring of 1909, twenty acres of peach trees, at least twenty acres of apple trees, 40 feet apart between the peach trees, additional of fruit trees to be designated by the said Tyler, in the spring of 1910, and the remainder the following spring of 1911, if so agreed by all parties.

"For and in consideration of the above and foregoing, second parties agree to furnish all fruit trees, plant and tend the same above the ground in a good and workmanlike manner, it being the meaning and intention of the parties hereto that first party shall furnish the land and all labor on and in the ground, during the time herein mentioned, except planting said fruit, marking out the ground therefor and digging the holes for planting, and that second parties shall furnish all fruit and care for the same above ground.

"The terms of this contract shall be for a period of three years, or until the said land is in bearing fruit and is either disposed of at the market value or divided between the parties in equal proportions.

"It is further mutually agreed that at any time during this contract that either or any of the parties, if so desired, may sell said land or any part thereof; that he may so sell the same, provided the same is not sold for a less amount than the sum of $ 250 per acre.

"It is further understood that all payments to become due for water, whether on the water contract or for maintenance, shall be borne one-half by each party, and in specifying the parties hereto and their shares therein, of either expense or profit, that first party shall represent one-half and second parties one-half unless otherwise specifically stated.

"It is further understood that during the term of this contract that the parties hereto are tenants in common of said premises above described, with all of the rights thereto belonging, and in the sale of any and all products of said land, second parties shall have control of the same and pay the expenses thereof.

"This contract dates from the 15th day of February, 1909.

"Witness our hands this 5th day of February, 1909.

"GEO. W. SALSBURY.

"MRS. LILY SALSBURY.

"GEORGE C. TYLER.

"HERMAN C. SCHURGER."

Said Salsbury was the owner in fee simple of the land described in the contract at the time of its execution, and said land was encumbered by the lien of a water contract with the Twin Falls Land & Water Company for water for said land, and the parties to said contract entered into the possession of said land under said contract. On the 6th day of July, 1909 Salsbury and his wife executed and delivered to the defendant, Belle Brown, a warranty deed for the consideration of $ 3,500 for the 68 acres of land described in the contract, which warranty deed conveyed all the estate, right, title and interest Salsbury had in said land. On the 1st day of October, 1909, Tyler and Schurger executed an assignment of their interest in said contract to the Twin Falls Orchard & Fruit Company, the appellant herein, which corporation was not organized until October 23, 1909. It appears from the evidence that said...