Hill v. Waiting Mining Co.

California Court of Appeal Dec 6, 1927 No. Docket No. 6056.Published

Before: Sturtevant

AI Brief

AI-generated · verify before citing

Holding. The court held that the agreement in question was unenforceable because its terms were too uncertain to be clearly ascertainable and because it constituted an agreement for personal services, which cannot be specifically enforced. Additionally, the court found that the purported assignment of the agreement by stockholders was legally ineffective.

Issues

Whether the terms of the mining agreement were sufficiently certain to be specifically enforced.
Whether an agreement to prospect and render personal services is subject to specific enforcement.
Whether a purported assignment of a contract by corporate stockholders is legally valid.

Disposition. reversed

Quotations verified verbatim against the opinion

“the terms of the alleged agreement held by the defendants are not sufficiently certain to make the precise act which is to be done clearly ascertainable.”

“When all the evidence tending to establish such contract leaves the terms thereof in doubt, it cannot be specifically enforced”

STURTEVANT, J.

The plaintiff commenced an action against the defendants to obtain a decree quieting title to real estate. The defendants appeared and answered. The trial court made findings in favor of the defendants and from a judgment based thereon the plaintiff has appealed.

On September 5, 1907, Albert J. Caswell and wife, as the owners, and C. M. Jensen and Angus Matheson, executed a writing by which the owners granted “the parties of the second part permission to work for minerals” on the land in suit. It was further provided: “1st. If said parties of the second part succeeded in getting minerals in paying quantities the parties of the first part will give said parties of the second part a one-half interest in ten acres of above-described property, as an inlet to the vein and all profits shall be divided one-half to parties of the first part and one-half to parties of the second part after all expenses have been paid, one-half by parties of the first part and one-half by parties of the second part. 2nd. If said parties of the second part do not get the mineral in paying * quantities all expenses shall be paid by said parties of the second part without any cost whatsoever to said parties of the first part, and this agreement shall become null and void. ’ ’ The record does not disclose that Jensen and Matheson at any time succeeded “in getting mineral in paying quantities. ’’

[299]

Without any further consideration, on June 21, 1920, A. J. Caswell, C. M. Jensen, and Angus Matheson executed a writing, hereinafter called the second agreement, which recites that it is in lieu of the first agreement.

On July 1, 1920, the parties of the second part assigned the second agreement to the Waiting Mining Company. The shaft hereinafter mentioned was sunk, but no further proceedings were had under said assignment except as will presently be noted. On December 15, 1921, the stockholders of that company, as a body of stockholders, made a purported assignment of the second agreement to the Los Gatos Lime Company. No document of any kind purporting to be the indenture of the Waiting Mining Company was executed. The purported assignment by the stockholders had no legal significance.

(Gashwiler

Hill v. Waiting Mining Co.

AI Brief

STURTEVANT, J.

More from California Court of Appeal

Related research

AI Brief