Central Construction Co. v. Hartman

TUTTLE, J., pro tem. This action was brought to determine the rights of the parties in respect to certain executory contracts for the sale of real property, appellant and respondent being successive assignees of the vendor under said contracts.

Capuchino Golf Corporation, in 1926, was the owner of a tract of land in San Mateo County, and during that year engaged Stansbury Contracting Company to furnish materials and perform labor in improving said tract. In 1929 the Golf Corporation owed the Contracting Company approximately $152,000.

During this time the Golf Corporation had entered into executory contracts with various parties for the sale of some thirty-nine lots, which were a portion of said tract. None of said contracts was ever recorded.

Thereafter, and on June 1, 1928, the Golf Corporation, as security for the payment of said indebtedness, executed to the Contracting Company its note and gave its trust deed upon a portion of said land, which included one of said lots. This trust deed was recorded June 4,1928. On December 14, 1928, the Golf Corporation assigned to the Contracting Company, according to the findings, all of said executory contracts. On January 12, 1929, the Golf Corporation executed its note and deed of trust in favor of the Contracting Company as bene[706]ficiary and the said instrument was recorded on January 18, 1929. This trust deed covered all the said 39 lots under the contract of sale. On December 2, 1929, the Contracting Company assigned to respondent Hartman the said contracts and all moneys owing thereunder and also said deeds of trust. Neither the assignment of the contracts nor of the trust deed were recorded. Sale after default was had pursuant to said trust deeds, wherein respondent was beneficiary, and the latter at such sale purchased and became the legal owner of all of said lots, covered by said contracts in question. As appellant admits that the assignment under which it claims was made for security only, and as respondent, ever since the date last mentioned, has held the record title- to said lots, the utmost relief which could be granted appellant would be a judgment that it has a right to the- proceeds received from the purchasers under said contracts, until the indebtedness to appellant is discharged. The foregoing is a deraignment of respondent Hartman’s title. In connection with the transaction, the trial court found that “E. A. Hartman, without notice of any alleged assignment to the said plaintiff, and without notice of any indebtedness due or owing from the Capuchino Golf Corporation, to plaintiff, purchased from said Stansbury Contracting Company, the said contracts, aforesaid notes and deeds of trust, all and singular, in good faith, and for a valuable consideration, and all the right, title and interest in and to the same, together with all moneys then owing or to become owing thereunder”. This finding is not attacked by appellant.