Williams v. Galloway

BROWN, J.

Appellants appeal from a judgment in favor of respondents in the amount of $3,941.12, plus interest and costs, based on a suit filed by respondents as successors in interest of Williams & Sons, Inc., a dissolved corporation. The complaint sought recovery of moneys expended by Williams & Sons, Inc. in installing a water well and pump upon land owned by the appellants. The appellants answered with a general denial and filed a cross-complaint in two counts.

After a trial before the court without a jury, judgment was rendered in favor of respondents on their complaint and against the appellants on their cross-complaint. No motion having been made for a new trial, the appellants now appeal from the judgment on the complaint only.

Originally, the appellants leased certain real property to the respondents herein which lease was subsequently assigned, with their proper consent, to Williams & Sons, Inc., a corporation. This corporation was engaged in extensive farming operations. In July 1957 there was need for a new source of water on the appellants’ property and a producing well was finally drilled on the second attempt in August 1957 at a cost of $3,941.12 by the corporation, which cost appellants agreed to pay.

In the winter of 1957-1958, demand was made on the appellants for payment of the amounts advanced by the corporation for the costs. On March 13, 1958, the corporation sold most of its assets to Roberts Farms, Inc., which included 11 parcels of real estate owned by the corporation and four parcels of leased land plus certain water rights appurtenant to all the real property sold to the buyer, and all personal property of the corporation described as that “. . . which

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is customarily or ordinarily used in the operation of the business of said corporation, (save and except those items of personal property specifically listed and appearing on Exhibit A attached hereto and all crops harvested on or before March 16, 1958) ” for a sum total of $1,467,400.

On the dissolution of the corporation, its assets, including the claim against the appellants, were distributed to the respondents. Thereafter additional demands for payment were made upon the appellants.