Watson v. Woodley

• Decision Date: 05 June 1922
• Docket Number: 10006.
• Citation: Watson v. Woodley, 71 Colo. 391, 207 P. 335 (Colo. 1922)
• Parties: WATSON et al. v. WOODLEY et al.
• Court: Colorado Supreme Court

207 P. 335

71 Colo. 391

WATSON et al. v. WOODLEY et al.

No. 10006.

Supreme Court of Colorado, En Banc.

June 5, 1922

Error to District Court, City and County of Denver; Greeley W Whitford, Judge.

Suit by Dudley D. Watson and another against F. P. Woodley and others. From a judgment for defendants, plaintiffs bring error.

Affirmed.

Murray & Ingersoll, John L. Schweigert, and Harry C. Riddle, all of Denver, for plaintiffs in error.

Jacob S. Schey, of Longmont, and Rothgerber &amp Appeal and L. F. Twitchell, all of Denver, for defendants in error.

ALLEN J.

This is a suit in which the principal relief sought is the specific performance of an alleged contract to sell and convey land. On motion of defendants a nonsuit was granted against plaintiffs, and judgment was thereafter rendered for defendants. The plaintiffs bring the cause here for review.

Error is assigned to the granting of the nonsuit. The ultimate question of fact involved, so far as the motion is concerned is whether the defendant F. P. Woodley, who is sued as the vendor under the alleged contract, ratified the contract upon which this suit is predicated.

The contract in question purports to be one between vendor and vendees of land. The plaintiffs are the vendees, and sue as such. On the part of the vendor the contract was signed in the name of the defendant F. P. Woodley by one J. T. Sanderson, who assumed to act as Woodley's agent. Sanderson was not authorized to do so; hence arises the question of Woodley's subsequent ratification of the contract.

The contract provied for an initial payment of $5,360 to Woodley, as vendor, by plaintiffs, as purchasers. The plaintiffs executed their certified check for that amount, making the same payable to F. P. Woodley, and delivered it to Sanderson. Sanderson was not a witness. There is no testimony by him as to what he or Woodley did with reference to the check. The check returned to the plaintiff's bank, having been paid in the usual course. It bore Woodley's indorsement, as follows:

'Pay to the order of J. T. Sanderson.

'F. P. Woodley.'

On the face of the check was the memorandum:

'Cash payment for 640 acres of land.'

The foregoing facts are substantially all that was shown as evidence of Woodley's alleged ratification. It is true that, if a principal with full knowledge of all the material facts takes and retains the benefits of the unauthorized act of an agent, he thereby ratifies such act (2 C.J. 493), but plaintiffs' evidence is insufficient to make out a case within this rule. We concur in the statement of the trial judge appearing in the record as follows:

'There is no testimony here showing that Mr. Woodley knew of the existence of that contract or its terms. It is a matter of mere conjecture to say that when he indorsed the check he received the money, or that he adopted or ratified the contract.'

As a further observation, we may add that there is no evidence from which it may be determined whether Woodley indorsed the check in the usual course of accepting it, or indorsed it merely that it, being a certified...