Wilson v. Williams

• Decision Date: 13 May 1955
• Docket Number: No. 5031,5026.,5031
• Citation: 222 F.2d 692
• Parties: Sanford P. WILSON and The Wilson Investment Company, a New Mexico corporation, Appellants, v. C. P. WILLIAMS, Paul S. Williams, Rycade Oil Corporation, a corporation, and Frank J. Barnhisel, Appellees. C. P. WILLIAMS and Cordelia Pearl Williams, Executrix of the Estate of Paul S. Williams, deceased, Cross-Appellants, v. Sanford P. WILSON and The Wilson Investment Company, a New Mexico corporation; Rycade Oil Corporation, a corporation; and Frank J. Barnhisel, Cross-Appellees.
• Court: U.S. Court of Appeals — Tenth Circuit

222 F.2d 692 (1955)

Sanford P. WILSON and The Wilson Investment Company, a New Mexico corporation, Appellants, v. C. P. WILLIAMS, Paul S. Williams, Rycade Oil Corporation, a corporation, and Frank J. Barnhisel, Appellees.

C. P. WILLIAMS and Cordelia Pearl Williams, Executrix of the Estate of Paul S. Williams, deceased, Cross-Appellants, v. Sanford P. WILSON and The Wilson Investment Company, a New Mexico corporation; Rycade Oil Corporation, a corporation; and Frank J. Barnhisel, Cross-Appellees.

Nos. 5031, 5026.

United States Court of Appeals Tenth Circuit.

May 13, 1955.

COPYRIGHT MATERIAL OMITTED

James F. Haning, Wewoka, Okl., for appellants and cross-appellees.

C. Harold Thweatt, Oklahoma City, Okl. (Embry, Crowe, Tolbert, Boxley & Johnson, Oklahoma City, Okl., was with him on the brief), for Rycade Oil Corp.

A. G. C. Bierer, Jr., Guthrie, Okl. (Bierer & Moser, Guthrie, Okl., and G. O. Wallace, Wewoka, Okl., were with him on the brief), for appellees and cross-appellants.

Before BRATTON, HUXMAN and PICKETT, Circuit Judges.

BRATTON, Circuit Judge.

This was an action instituted by Sanford P. Wilson and The Wilson Investment Company against C. P. Williams, Paul S. Williams, Rycade Oil Corporation, and Frank J. Barnhisel. Paul S. Williams died during the pendency of the action and the executrix of his estate was substituted party defendant. For convenience, Sanford P. Wilson and The Wilson Investment Company will be referred to as the Wilsons, C. P. Williams and Paul S. Williams as the Williams, Rycade Oil Corporation as Rycade, and Frank J. Barnhisel as Barnhisel.

The Wilsons and the Williams entered into a written contract, a copy of which was attached to the complaint. The contract provided among other things that the Wilsons owned an undivided ten-acre mineral interest, referred to as the Lowe lease; that they owned the drill site of the first well on such lease; that they owned the lease on another tract, referred to as the Reed lease; and that they owned certain physical equipment located at the drill site of Lowe No. 1 well, consisting of a pump unit, casing, tubing rods, clamps, and other incidental personalty. It further provided that the Wilsons waived and released to the Williams all claim to the Lowe lease; that they would assign to the Williams all their right, title, and interest in the Reed lease; and that they would convey to the Williams by proper mineral deed their title in an to the ten-acre mineral interest; that the Williams would within sixty days commence a well at a location on the acreage received by them by assignment or on the Reed lease, and would drill the well with diligence to the Wilcox sand at the approximate depth of 4,300 feet, unless a paying well were found at a lesser depth; and that they would pay to the Wilsons $3,500, of which $250 was paid upon the execution of the agreement and the balance of $3,250 should be paid upon the execution and delivery of the assignments and the mineral deed. It further provided that the value of the equipment referred to was $20,000; that the Williams were given the right and option at any time within 120 days to secure title and possession of such equipment by paying to the Wilsons $10,000 in cash and executing to the Wilsons a sales contract covering the balance of $10,000, such balance to be paid at the rate of $750 per month; and that until such equipment was fully paid for it should be used only on the block of leases referred to in the agreement. It further provided that in the event the proposed well failed to produce and was abandoned and the Williams had no further need for the equipment, then within sixty days from date of notice, the Wilsons might take possession of such equipment by paying to the Williams the sum of $6,577.76, that being the amount which the Williams had paid to the Ashland Oil & Refining Company; that Barnhisel then held the lien upon such equipment securing that sum; and that upon payment of such sum the Williams would have no further claim or interest in the equipment. And it further provided that the Williams should execute to the Wilsons an oil-payment assignment in the amount of $50,000, payable out of the working interest in the leasehold estates referred to in the agreement.

It was alleged in the complaint that the Wilsons had done and performed everything required of them under the agreement; that the Williams exercised their option to purchase such equipment by taking possession of the casing and tubing and using it in the drilling of the Aubrey No. 1 well on a tract of land near the premises described in the contract; that the Williams had failed and refused to pay therefor the $20,000 or any part thereof provided in the contract; and that the Wilsons had filed a lien statement in Seminole County. It was further alleged that to prevent theft, destruction, and deterioration thereof, the Wilsons took possession of the pumping unit, pump, certain rods, and other items of equipment which the Williams had permitted to lie out in the open on the leasehold estates; that with the knowledge, consent, and agreement of the Williams, the Wilsons had sold such property for $6,406.26; and that therefore in the event judgment should be rendered for the Wilsons it should be for $13,593.74. It was further alleged that the Aubrey No. 1 well was finally proved to be a nonproducer and was abandoned; that the Wilsons exercised the option given them in the contract to repurchase the equipment; that the Wilsons were the owners of all equipment described in the agreement; and that the Williams failed and refused to give the Wilsons possession thereof. It was further alleged that the Williams were indebted to the Wilsons in the amount of $20,000, less a credit of $6,577.76 paid by the Williams to the Ashland Oil & Refining Company. And it was further alleged that Rycade claimed some lien, right, title, or interest in and to the casing and tubing which was junior and inferior to the right, title, and interest of the Wilsons. Adapting itself to the facts as thus pleaded, the prayer was in the alternative.

By answer, the Williams admitted certain allegations contained in the complaint and denied others. And they pleaded affirmatively that the Wilson Investment Company did not have capacity to bring the action for the reason that it was a foreign corporation doing business in Oklahoma without having been domesticated in that state. And by separate answer, Rycade admitted that some of the casing and tubing referred to in the contract between the Wilsons and the Williams was placed in the Aubrey No. 1 well; and admitted that the Wilsons wrote the letter undertaking to exercise their option to retake possession of the equipment.

The court found and determined among other things that the Williams exercised their option to purchase the equipment for $20,000; that thereupon they became indebted to the Wilsons in that amount; that the casing and tubing were subject to a conditional sales lien for the balance of the purchase price from Ashland Oil and Refining Company; that the Williams paid such balance to the Ashland Company; that the lien stood in the name of Barnhisel, who held it for the benefit of the Williams; that the Williams contracted with Rycade to drill a well; that the Williams represented to Rycade that they were entitled to acquire such equipment; that the casing and...