Stanton v. Singleton
Before: Harrison
Synopsis
Mining Contract—Parties and Signing.—Where a Contract Granting an option to purchase a mine was signed by two of three co-owners, and an action to enforce it was brought against the signers, the burden was on them to show, as claimed, that the contract was not to be operative unless signed also by the other owner, who was named therein.
Mining Contract—Delivery,—An Allegation That Defendants “made and entered into” the agreement sufficiently imports delivery as against a general demurrer, in an action for specific performance.
Mining Contract—Mutuality.—A Contract Whereby Plaintiff was Given an option to purchase an interest in a mine for a certain price on performing certain conditions is not void for want of mutuality, so that it cannot be specifically enforced, where plaintiff notified the other parties thereto of his election to perform his part thereof.1
Specific Performance—Tender.—Under Civil Code, section 1440, allowing a party to an obligation which the other party repudiates before a default has occurred to enforce the obligation without performing or offering to perform the conditions in favor of the other, the refusal to allow a party to an option contract to perform the conditions of it, together with a repudiation of the contract prior to the expiration of the option, releases the holder of the option from tendering the price to be paid under it prior to suing for specific performance.
Specific Performance—Parties.—A Mine Owner Who Did not Sign an option contract executed by his two co-owners is not a necessary party to an action to enforce the contract, where there is nothing to show that he is not willing to carry out the agreement, and no relief is sought against him.
HARRISON, J. The plaintiff seeks by this action to compel a performance by the defendants of the following contract, which he alleges was made and entered into between him and them on the twenty-second day of June, 1895:
“Agreement made and entered into this 22nd day of June, 1895, between John Singleton, P. M. Mooers, and C. A. Bureham, of Kern county, state of California, parties of the first part, and O. B. Stanton, of Bakersfield, state of California, party of the second part: Whereas, the parties of the first part are owners by location of a certain mineral tract located in the Summit mining district, Kern county, California, and designated and described as follows [giving description], and, being desirous of obtaining capital to work the same, hereby agree with party of the second part that, for and in consideration of one dollar, in hand to them paid, the receipt of which is hereby acknowledged, agree to give party of the second part thirty days’ option of a one-half interest of the above enumerated claims, now owned by them, in con[131]sideration of the party of the second part agreeing to spend— First, ten thousand ($10,000) dollars in opening and developing said property; second, in erecting a ten-stamp quartz-mill, modern in every particular, the stamps to weigh not less than seven hundred pounds, or the equivalent, as may be found the most desirous to work the ores.....The parties of the first part hereby agree that the party of the second part shall have the privilege any time within six months from the date of this instrument to purchase the aforesaid property for the sum of five hundred thousand ($500,000) dollars. The essence of this contract being time, it is mutually agreed that, should the party of the second part not commence active operations within thirty days, this contract shall be null and void. The party of the second part hereby agrees that, if he should fail to fully carry out this contract, all moneys paid or expended by him shall be forfeited, and the full properties returned to the parties of the first part.”
This contract was signed by the defendants Singleton and Mooers, and by the plaintiff. It is alleged in the complaint that at the time of its execution the defendants represented to him that they were the owners of an undivided two-thirds interest in said mining claims, and that C. A. Burcham was the owner of the other undivided third interest, and that they had authority from Burcham to act for him in selling said claims, or to make any other contract for working and developing them. The plaintiff also, alleges that immediately after the execution of the contract he notified the defendants that he elected to perform his part of said contract, and to thereby acquire the undivided half interest in said mining claims, and that the defendants placed him in possession of said mining claims for the purpose of performing his part of the contract, and that, under the belief that they had the right to act for Burcham,' he proceeded to work and develop them, as required under the conditions of the contract, and for that purpose expended about $2,000 as a part performance of his portion of said contract; that on the ninth day of July, 1895, the defendants notified him that they would not be bound by the terms of the contract, and repudiated the same, and refused to permit him to continue the performance of labor on said property, or the expenditure of any more money thereon, and refused to permit him or his employees to enter upon said claims, or either of them, for the
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