Pearson v. Juarez

NOURSE, J.

Plaintiff sued the defendants upon a written contract, pleading it

in haeo verba,

and prayed for the recovery of the sum of six thousand dollars alleged to be due under the terms of the contract and for other or additional relief in the premises as may be according to law. The defendants answered specifically pleading fraud and misrepresentation on the part of the plaintiff in the procurement of the contract and mistake in the execution of the contract and by way of cross-complaint demanded a cancellation thereof as well as damages for the alleged fraud. At the trial evidence was offered in support of the allegations of the cross-complaint, whereupon the trial court upon motion of plaintiff granted a nonsuit against the defendants thereon. At the same time the trial court entered its order in the minutes that an interlocutory decree be granted in favor of the plaintiff as prayed. Thereafter findings of fact and conclusions of law were prepared and filed by the trial court wherein the court with particular care found against the defendants upon all the allegations of their cross-complaint and found in favor of the plaintiff upon the allegations of

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his complaint and then concluded that the plaintiff was entitled to a judgment in the sum of six thousand dollars specified in the contract and that the defendants should convey to the plaintiff the Pearson Garage “together with the appurtenances thereof, including book accounts, bills receivable, stock, supplies, equipment, and all other personal property therein contained.” Judgment followed accordingly for the plaintiff, from which the defendants have appealed upon a typewritten record.

A brief statement of facts of the case will be sufficient. The three parties were owners in equal proportions of all the shares of stock of a corporation which operated three public garages in the city and county of San Francisco—the Pearson Garage, the United States Garage, and the Pearson Annex. On February 25, 1920, the three parties entered into a written agreement wherein it was stipulated that upon the payment of six thousand dollars by the appellants to the respondent he would transfer to appellants all his interest in the United States Garage and the Pearson Annex and that at the same time the appellants would transfer to the respondent all their interest in the Pearson Garage. Though no provision was made for the disposition of the shares of stock of the corporation it seems to have been in the contemplation of the parties that they were really acting as partners in a joint adventure and that they did not regard the corporation as anything more than a name under which they could conveniently conduct their business. It is conceded that by the terms of the agreement the respondent was to take all the interest in the Pearson Garage owned or claimed by the two appellants as well as any interest which the corporation may have had therein and that the same interest in the other two garages was to be transferred to the appellants. The fourth stipulation of the agreement is the one which is of importance to the decision and we quote it in full: “All other matters of difference among said parties, including book accounts, stock, supplies, individual over-drafts or indebtedness, and other matters, shall be equitably adjusted among said parties, according to the facts as they may appear; and to that end, an expert accountant may be employed, at the expense of all said parties, in equal shares, to state an account or accounts among said parties, so that their respective