Feeney v. Clapp

THE COURT.

The above action was brought by Margaret Feeney, since deceased, to recover installments of rent under a lease alleged to have been entered into by defendants on October 12, 1924. The answers admitted the execution of the lease by defendant Clapp but denied its execution by or on behalf of defendants Woodruff, who were copartners doing business under the name of F. H. Woodruff

&

Sons.

Mrs. Feeney was the owner of a ranch in San Benito County known as the Feeney place, which contained about 116 acres. Defendants Woodruff were engaged in the business of growing and marketing seeds, and had their principal place of business in Milford, Connecticut. They contracted with land owners in California for the growing of seeds, and occasionally leased lands themselves for that purpose. Defendant Clapp from the year 1920 to the date of trial was the representative of the firm in California, where the Woodruffs occasionally visited in connection with the business. On December 29, 1923, Mrs. Feeney leased the land, defendant Clapp being named in the lease as lessee, for the term of one year from November 1, 1923, the lessee having the option to extend the term for an additional three years. While the testimony is conflicting it sufficiently

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appears that the rent under this lease was paid by defendants Woodruff, who furnished seed for planting the land; that all the crops grown thereon were delivered to the latter and no accounting therefor was made to Clapp; further, that one of the partners made statements to the effect that the firm was the real party in interest under this lease. Clapp admitted that in August, 1924, the Woodruffs advanced to him the sum of $10,000, for which he gave no evidence of indebtedness, and that the amount was never repaid. It was also shown that in 1923 there was deposited in Clapp’s bank account the sum of $40,000, and in 1924 the sum of $29,500, the proceeds of checks drawn upon Connecticut banks with which the Woodruffs did business.

The lease made no provision for the furnishing of water for irrigation, and in the spring of 1924 the crops on the land were suffering from lack of moisture. It was shown that the firm was so advised by Clapp, and W. H. Woodruff, one of its members, thereupon came to California. According to the testimony the latter consulted with Mrs. Feeney and her sons with regard to the sinking of a well upon the property. In these conversations Woodruff mentioned the fact that the lease contained an option for an additional term of three years, stating that they would not exercise the same unless assured of sufficient water for irrigation purposes. After considerable negotiation Mrs. Feeney agreed to pay a sum not to exceed $1,000 toward the cost of sinking a well if the Woodruffs would exercise their option, whereupon W. H. Woodruff agreed that this should be done. Mrs. Feeney’s agent then proposed that a written agreement to that effect be prepared in which the firm members should appear as parties. Woodruff stated that if the agent insisted the partners would take the lease in their own names, but suggested that inasmuch as Clapp appeared as lessee in the original lease the agreement be made in his name. After further discussion Woodruff stated: “Well, if I am here we will execute the lease in our name; if not I will see that written authorization will be left with Clapp.” A few days later Woodruff and the agent mentioned met again on the land. Woodruff stated that he expected to leave shortly for the east, and in reply to the suggestion that he would be unable in that case to execute the new lease as