Warson v. Talpey-Arnold Syndicate

LANGDON, J.

Appeal by plaintiff from a judgment against him in an action in which he sought specific performance of a contract with reference to oil and gas leases upon land in Canada, with a prayer for incidental and alternative relief.

The plaintiff acted as the trustee or agent of a syndicate known as the Underwriters of the Consolidated Petroleum Company in making the contract involved herein, and sues in such capacity. The defendant Syndicate was a general partnership, composed of the other named defendants, organized and existing for the purpose of acquiring and operating oil and gas lands in the United States and Canada. The contract involved in this case, which was attached to the complaint, provided that the plaintiff should drill a test well on certain property leased to defendants, known as “No. 2 Structure,” on Pakowki Lake, and in consideration of such work should be given “leases or acreage on some or all of the various other structures, numbers 1 to 16,” which are numbered and named in the contract. Plaintiff was to receive leases covering 5,200 acres on the said' Pakowki Lake structure and an additional 10,000 acres of Canadian government oil and gas leases, distributed among the other structures named. It was provided, further, “that the actual

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choosing and designation of said acreage shall finally be made at the office of said First Party (defendant herein) in Calgary, Alta., and such description embodied in a supplementary agreement.” Other provisions, of no materiality here, are then embodied in the contract, after which the following appears: “It is understood that this is a preliminary contract, being exact only as to the spirit of the undertaking of both parties, and final details shall be embodied in said supplementary agreement herein referred to and to be made at the time of the determination of specific leases.”

No supplementary agreement is set forth in the pleading of plaintiff, although it is alleged by him that he and the agent for the defendant Syndicate, thereafter, “did select and designate the lands upon which leases were to be assigned, pursuant to the provisions of said contract, which selections said Talpey agreed were fair and equitable to both parties; and plaintiff did then and there promptly notify the said Syndicate, in writing, through the said J. R. Talpey, of such selections and requested him and said Syndicate to deposit in escrow in some bank in said Calgary the leases covering the lands so selected.”