Tanaka v. Highway Farming Co.

FINCH, P. J.

The appellant Highway Farming Company and the plaintiffs entered into a contract, by the terms of which the latter were to perform all the work and labor in the production of a crop of grapes on 120 acres of land belonging to the former and to receive therefor “45 per cent of the gross proceeds of all the grapes,” the same to be sold “jointly by the first party and the second parties in their names.” The complaint alleges that thereafter the defendants E. S. Ardzrooni and L. S. Ardzrooni, as copartners, “did assume each and all of the obligations of said contract on the part of said Highway Farming Company to be kept and performed’ ’; that the plaintiffs complied with all the terms of the contract and duly delivered the crop produced upon the premises; that the defendants did not comply with the terms of the contract, but, on the contrary, sold all of the crops “without the knowledge and consent of said plaintiffs, or in the name of said plaintiffs or either of them” and refused “to account for or pay to plaintiffs, or any one of them, said forty-five per cent of said crops to which the plaintiffs are entitled, or any amount in excess, of 9 per cent thereof.” The complaint then alleges the reasonable

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value of the crops so sold and prays for judgment against the defendants for the amount remaining unpaid, based upon such reasonable value.

The appellant, in addition to certain denials, admitted the allegation that Ardzrooni Bros, had assumed the appellant’s obligations under the contract and, for “a second, separate and affirmative answer to the plaintiffs’ complaint,” alleged that, after the execution of the contract, Ardzrooni Bros, “did assume each and all of the obligations of said contract on the part of said defendant, Highway Farming Company,- . . . and . . . performed each and every covenant in said contract on the part of the Highway Farming Company . . . to be kept and performed, and that the said plaintiffs did accept the performance of each and every covenant of said contract by said . . . Ardzrooni Bros., in full satisfaction of the several obligations of said defendant, Highway Farming Company . . . under and by virtue of the terms of said contract.” Appellant prayed that “plaintiffs take nothing by reason of his complaint, against the said Highway Farming Company” and that it “be hence dismissed with its costs.”