Scott v. California Farming Co.

ALLYN, J.,

pro tem.

Davidson Bros, bought, under a conditional sales contract from Miller & Lux Incorporated, a substantial acreage of grain and cotton land. The California Farming Company, the vendees’ operating company, owned and controlled by them, leased the entire property and carried on all farming operations. Davidson Brothers

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defaulted in their payments of principal, interest, taxes and assessments, and over a period of several months negotiations were had with Miller & Lux concerning these defaults and the possible rearrangement of the defaulted and future payments under the contract. While these negotiations were under way, the Schuler-0 ’Connell Grain Company loaned the California Farming Company substantial sums of money for the purpose of making the grain crop on the land and took as security a crop mortgage thereon. The negotiations with regard to the modification of the contract and curing of the vendees’ defaults failed and after the grain crop had been planted and was merely awaiting the annual seasonal development to be ready for harvest, Miller & Lux served upon Davidson Bros, a notice of default, giving to them thirty days within which to meet the payments provided for by the contract, and upon the expiration of this time gave formal notice of the termination of said contract.

From this point there is considerable conflict in the testimony as to what actually transpired. It is admitted, however, that the Davidsons assigned their vendees’ interest in the contract of sale to Miller & Lux. The Davidsons testified to the effect that this assignment was given upon the vendor’s assurance that they would be given a lease for the balance of the crop season and witnesses for the vendor stated that while the matter of the lease was discussed, it was not a condition of nor the consideration for the assignment. Officials of Miller & Lux came upon the land at the time of the assignment and insisted that operations for planting cotton cease; that all labor claims be paid to that date; and that all tools and equipment be either moved from the property or brought in and stored at a central place to be removed within thirty days’ time. Arrangements were also made for the renting of certain of the farming tools and the purchase of cottonseed from the lessee. The lessee was paid by Miller & Lux for these items. The testimony of the Davidsons is to the effect that they considered all of these transactions formalities connected with the assignment and preliminary to giving them the lease on the property. At any rate negotiations for the lease failed and the property was sold to Hammonds & Edwards under a conditional sales contract whereby Miller & Lux undertook to protect the new purchasers against the crop mortgagee’s claim.