Wilkes v. Teague

• Decision Date: 10 March 1932
• Docket Number: 23-A.,6 Div. 23
• Citation: Wilkes v. Teague, 224 Ala. 283, 140 So. 347 (Ala. 1932)
• Parties: WILKES ET AL. v. TEAGUE ET AL.
• Court: Alabama Supreme Court

140 So. 347

224 Ala. 283

WILKES ET AL. v. TEAGUE ET AL.

6 Div. 23, 23-A.

Supreme Court of Alabama

March 10, 1932

Appeal from Circuit Court, Jefferson County, Bessemer Division; J C. B. Gwin, Judge.

Bill in equity by E. B. Teague and others against M. L. Clotfelter and others. From the decree, respondents, J. W. Wilkes and another appeal, and complainants cross-appeal.

Affirmed on both appeals.

C. L Odell and Huey, Welch & Stone, all of Bessemer, for appellant.

Thos J. Wingfield, of Birmingham, for cross-appellants.

Ross, Bumgardner, Ross & Ross, of Bessemer, for appellee Alverson.

GARDNER J.

The objections to the original bill rest upon the assumption it is one of strict interpleader, requiring an assertion of perfect disinterestedness as an essential ingredient, and an attitude on the part of the complainant as a mere stakeholder, indifferent between the conflicting claimants. Missouri State Life Ins. Co. v. Robertson Banking Co., 223 Ala. 177, 134 So. 800. But we do not so construe the bill. It discloses complainants as agents of all parties to the contract (Exhibit A), the title to the lumber cut to be in complainants for the purpose of a sale and disposition of the proceeds, the conflicting claims of the parties which call for a construction of the contract, and the necessity for an accounting.

Aside from a consideration of any question of equity on the ground of prevention of a municipality of suits (Roanoke Guano Co. v. Saunders, 173 Ala. 347, 56 So. 198, 35 L. R. A. [N. S.] 491; City of Albany v. Spragins, 214 Ala. 449, 108 So. 32; 21 Corpus Juris 76), which need not be determined, we are of the opinion that the trust relationship (People's Planing Mill Co. v. First Nat. Bank, 214 Ala. 215, 107 So. 53) existing between the complainants and the parties to the contract, and the necessity for an accounting and construction of the contract, suffice to sustain the equity of the bill, which may be denominated as one in the nature of a bill of interpleader, wherein the matter of disinterestedness is not essential (4 Pom. Eq. Jur. § 1481; Wheeler v. Armstrong, 164 Ala. 442, 51 So. 268; Darden's Adm'r v. Burns' Adm'r, 6 Ala. 362; Finn v. Missouri State Life Ins. Co., 222 Ala. 413, 132 So. 632; Hall v. McKeller, 155 Ala. 508, 46 So. 460; Groves v. Sentell, 153 U.S. 465, 14 S.Ct. 898, 38 L.Ed. 785; 1 Corpus Juris 613, 614; 21 Corpus Juris 216).

We conclude error cannot be predicated in the ruling on demurrer to the bill.

Upon the merits of the cause, the question of prime importance relates to the matter of proper construction of the contract made an exhibit to the bill. Appellants, owners of the timber, insist that the price to be paid was a maximum of $14,000, and a minimum of $11,000, and, having been paid only $5,500, they were entitled to the minimum less the sum received.

We are in accord, however, with the chancellor as to the construction of this contract to the effect there was no minimum price fixed. The contract very clearly contains a guaranty of four million feet of timber on the land, and the maximum price was based upon such guaranty. The proviso as to no further payments when the sum of $11,000 had been reached was evidently inserted for the protection of the purchasers, and, if it had been intended as fixing a minimum price, it would have been quite easy to have so stated. That it was intended as a mere stopping point we think is demonstrated by the clause immediately following reference to the $11,000 as follows: "If at such time it shall not have been determined as to the quantity of the timber hereinabove guaranteed." As stated by the chancellor in his decree: "There is no prohibition in the contract against determining the quantity of timber before eleven thousand dollars was paid on the principal." The proof shows, practically without dispute, that the quantity of timber fell far short of the guaranteed amount, and there is evidence indicating that one of the owners (Davis) was aware of such shortage prior to the contract of sale, though that is not a matter of controlling importance here.

Our...