Kelley v. Cameron

JONES, J.,

pro

tem.

The plaintiff brought this action to obtain an accounting from the defendant, J. D. Cameron, who interposed a general demurrer to plaintiff’s amended complaint, which demurrer was sustained by the court without leave to amend. From the judgment thereupon rendered against the plaintiff, he has appealed.

From the allegations of the amended complaint it appears that the plaintiff and the defendant Cameron entered into

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an agreement, the contents of which may be generally stated as follows: That, whereas, the first party (Cameron) was engaged in the business of manufacturing and refining oils and gasolines and of selling said products to wholesale or retail trade; and, whereas, the second party (Kelley) desired to engage in the retail oil and gasoline business in the city of Fresno and desired to operate what are commonly called “filling stations”; and, whereas, the first party had advanced and was about to advance various sums of money to the second party for the purpose of purchasing such stations ; it was, therefore, agreed that the first party should advance such sums to the second party as they may mutually agree upon for the purpose Oof acquiring the lease, stock in trade, business and goodwill of service stations in the city of Fresno, for which advancements the second party should execute to the first party his promissory note. The second party should purchase and operate the stations in his own name, without obligating the first party in any way, and upon securing an assignment of the lease of any filling station, the second party should transfer such lease to the first party, the lease thereupon becoming his absolute property. The second party should operate the stations to the satisfaction of the first party and should promptly pay all bills or indebtedness incurred in operating the stations; should keep all stock and property used in connection with said stations insured, which insurance should be payable to each of the parties, according to their interest in the property; should beep accurate books of account, which books should be subject to the inspection of the first party at all times; should purchase all gasoline and lubricating oils sold in said stations from the first party. It was further agreed that the first party should not be obligated to pay any loss incurred in the transactions of the business, or to pay any bills of any kind or character contracted by the second party in the transaction thereof.