Wantz v. Union Bank & Trust Co.

ARCHBALD, J., pro tem. Appeal by defendants from a judgment against them based on the verdict of a jury awarding $21,269.21 as damages for alleged fraudulent representations in the purchase and sale of lands and as inducement to plaintiff’s entering into contracts for the improvement of the lands so agreed to be purchased.

It appears without question that the defendant Union Bank & Trust Company held the legal title to the lands in question for the benefit of the owner, Los Angeles County Farm Land Company, and J. M. Barteaux, who was purchasing them under an agreement to improve and sell the same, and that at the time plaintiff made his first purchase of land the improvement and development of the tract was being done by the Calivalli Development Company.

On April 17, April 19, May 24 and May 31 in 1928, plaintiff entered into four separate agreements with the defendant Union Bank & Trust Company of Los Angeles for the purchase of four parcels of land aggregating 100 acres, and on the same dates also entered into four separate agreements, called “Development Contracts”, with said Calivalli Development Company for the development of such tracts “in conjunction with a general planting scheme on said Calivalli Farms”, by developing water for said tracts at the expense of said development company, clearing the lands of brush and vegetation and planting same “to first-class fig stock, approximately 126 to the lot”, or in lieu thereof to plant in its' nursery “sufficient first-class fig stock to insure said number of first-class fig trees to the lot”, in which event said development company was to transplant to said lands said number of first-class uniform fig trees as soon as the same were properly rooted; and [101]said company agreed to cultivate, prune, irrigate and care for said trees for three years, the actual cost of such clearing, planting and cultivating and irrigation, as well as harvesting, to be paid for by plaintiff, plus ten per cent. Any crops harvested on said lands were likewise to be marketed by said company, plaintiff to receive the proceeds thereof less twenty-five per cent of the net profits realized. Three of such development contracts were signed “Calivalli Development Company, by J. M. Barteaux”, and to the fourth the name of the company was signed “By John E. Elliott”. To none of the four was a corporate seal affixed, and the official designation of the party signing them for the company nowhere appears. Each of the contracts, however, contains language only applicable to a corporation, so far as their reference to the second party, Calivalli Development Company, is concerned. For instance, the grant by plaintiff as party of the first part of an eight-year right to all water in or under the property described, to a right of way for laying pipe lines and to enter for the purpose of drilling wells and laying pipe lines, is to the “party of the second part, its successors or assigns”, in each instance. The bills rendered plaintiff for his pro rata of the cost of such work done on the parcels purchased by him are from the “Calivalli Development Company, Inc.”, and such corporation is named as payee in the checks drawn by plaintiff to pay the same. It also appears, without any contradiction that we have found, that' plaintiff attended a stockholders’ meeting of such corporation in May, 1928. The development contracts above referred to recite that the “Calivalli Development Company, party of the second part, ... is engaged in the development and improvement of Calivalli Farms, consisting of that certain land described in Trust No. 533, in the Union Bank & Trust Company of Los Angeles”.