Braxdale v. Bange

ASHBURN, J.

Action for damages for breach of contract to form a partnership. The court awarded plaintiff damages of $1,000 and defendant appeals.

The basic agreement was in writing and reads:

“Proposal to Form a Partnership

“September 28, 1956

“We propose to form the Bange Development Company, a partnership, for the purpose of constructing, operating and selling residential income units on the real property known as 5327 Santa Monica Blvd.

“The partnership shall consist of the following:

“1. Clarence Braxdale, general contractor, who herewith agrees to provide plans, construct and manage the proposed structure in the capacity of general partner with the right to one-half of the net profit of the project for his services.

“2. Agnes Bange, present owner of subject property, who herewith agrees to invest her unencumbered lot at an expressed value of $25,000.00 (This sum to represent her investment, and upon sale of the completed units she shall be reimbursed in this amount before any division of the net profits— of which she shall also receive her proportionate share.

“3. Any individual or individuals whose financial aid must be secured to the full completion of the project and who will share in the profit according to the amount of their investment.

[401]

“This proposal shall not be binding upon any parties signing unless adequate finances are assured to support the entire endeavor.

“Date: Sept. 28, 1956 Clarence Braxdale

Clarence Braxdale

“Date: Agnes W. Bange

Agnes Bange ”

The trial judge made findings which, in paragraphs I, II, III and IV, are a paraphrasing of the above quoted agreement. He also found that plaintiff agreed to furnish within a reasonable time necessary finances in the form of a building loan of $45,000 to $51,000, and to invest individually or through nominees such additional sums as might be necessary for completion of the project; that plaintiff, between September 28, 1956 and November 21, 1956, and within a reasonable time, performed services in connection with the venture which, exclusive of architectural services, included the conception and preparation of preliminary sketches for a 17-unit apartment house to be erected on defendant’s land, contacting financial institutions in an effort to procure a building loan, ascertaining the cost of construction of said proposed apartment house, interviewing subcontractors and materialmen, obtaining bids from subcontractors, having available for investment sufficient moneys to complete said venture; that plaintiff ascertained the estimated cost of construction to be approximately $68,900 and that a building loan could be obtained of approximately $50,000; that plaintiff had available and was ready to invest whatever sums were necessary to complete the project over and above the construction loan; that defendant on or about November 23,1956, sold the lot upon which the building was to be erected for the sum of $30,000, and refused and failed to invest the said lot in the partnership as agreed; that 60 days was not an unreasonable time within which plaintiff should provide for completion of plans and procuring of necessary financing; that the procuring of a construction loan was frustrated by defendant’s acts; that her breach of contract prevented plaintiff from completing performance of the provisions of the agreement on his part to be performed, and as a result thereof he suffered damages; that the value of said services rendered by plaintiff, exclusive of architectural services, was $1,000 and plaintiff was damaged in said sum.