Miller v. Butterfield

California Supreme Court Apr 24, 1889 No. No. 8617Published

Before: Beatty

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Holding. The court held that the plaintiffs were not entitled to an interest in mines purchased by the defendant with his own funds, as the agreement required equal contribution to the purchase fund for shared ownership of bought mines. Furthermore, the court ruled that parol evidence was inadmissible to vary the terms of the written contract.

Issues

Whether the written agreement created a partnership interest in mines purchased by the defendant with his own funds without contribution from the plaintiffs.
Whether parol evidence was admissible to interpret or vary the terms of the written agreement.
Whether the plaintiffs' failure to contribute to the purchase fund precluded their claim to an interest in the acquired properties.

Disposition. reversed and remanded

Quotations verified verbatim against the opinion

“As to mines bought, the parties were also to be tenants in common with the like interest, but this only upon the condition (necessarily implied) that they should contribute equally to the purchase fund.”

Synopsis

Mining Partnership'— Construction of Contract—Parol Evidence. — A contract in writing between hotel-keepers and á mining prospector to share equally in all mines bought or found by them after its date, the prospector agreeing to offset his time against his hoard with the hotel-keepers, does not oblige the hotel-keepers to contribute toward the purchase of any particular mine, and makes them' tenants in common only of such mines as were'discovered and located' pending the agreement and while it was being performed, or such mines as Were purchased at the common expense of all the parties. They could not, one or more of them, allow one of their number to make a purchase with his own funds at his own risk without being obliged to reimburse him in case of loss, and yet claim the advantage of his bargain in case of gain.- This being the proper construction of the written contract, parol evidence is inadmissible to vary, enlarge, or extend its’ terms so as to give an interest to all the parties in property purchased wholly by one of them; to the purchase of which the cithers did not and could not contribute, and were in no wise bound to contribute, any share of the purchase-money.

Beatty, C. J, — September 24,1879, the parties to this action entered into the following agreement, in writing:—

“We, the undersigned, agree to share equal in any mine that we may buy or find from this date, I, G. W. Butterfield, offset my time against my board with 0. Miller and J. M. Miller. “G. W. Butterfield.

“J M. Miller.

“Orrin Miller.”

At the time of the execution of this agreement, plaintiffs were keeping a hotel in Bodie, a mining town, and defendant was a miner and prospector. The plaintiffs were in financial difficulties, and' in less than three weeks their hotel was closed and their business broken Up by the action of their creditors. They did not and could not thereafter board the defendant, and no mines had been discovered or located up to the time their hotel was closed.

Meantime, however, defendant had commenced negotiations for the purchase of the mining properties, or some of them, which are in controversy here, and he did subsequently effect purchases with money procured upon his own individual credit, and advanced by him alone.

The plaintiffs did not and could not contribute, and never offered to contribute, anything toward the fund with which these -interests were purchased.

The conveyances were made to the defendant, and he claimed to be the sole owner.

The plaintiffs thereupon commenced this action, alleging the formation of a partnership between them and defendant on- the 24th of September, 1879, to locate, buy, and sell mines on joint account, and praying dissolution, accounting, and conveyance to them of their interest in' the mines acquired by defendant in his own name subsequent to the date mentioned.

The findings and decree of the superior court were in favor of plaintiffs, from which, and from an order denying his motion for a new trial, defendant appeals.

[64]On the trial in the superior court, plaintiffs introduced in evidence the written agreement above quoted, and also, against the objection of defendant, parol testimony, not only as to the circumstances surrounding the parties at the time of' the execution of the written agreement, but also as to what the parties understood or intended it to mean, and as to the subsequent conversations between the parties, to the effect that they would sell and share the proceeds of the mines acquired in pursuance of the agreement.

Miller v. Butterfield

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