Baber v. Compton-Delevan Irrigation District

PEEK, J. The present controversy arose out of a sale of certain lands to plaintiff by defendant Compton-Delevan Irrigation District. Prom the judgment of the trial court in favor of plaintiff, the intervener-appellant Lambert alone has appealed.

At the time of the sale in question the district was bankrupt. For several years it had been unable to meet either its principal or interest obligations. Its former landowners likewise had failed to meet their assessments and as a consequence the district was compelled to take over all of the acreage within its boundaries. In order to get the land back on the tax rolls the intervener-appellant was engaged as fiscal agent of the district to reorganize and to refinance its obligations. A commitment was obtained from the Reconstruction Finance Corporation but before any monies so committed by that agency could be used it was necessary for the district to dispose of all of the land it then held to private owners. Appellant handled the negotiations for all sales except that of plaintiff, which was arranged solely by his father, W. C. Baber, president of the [133]board of directors of the district. According to the testimony of appellant, prior to a meeting of the board on August 5, 1941, arrangements or contracts had been made for the sale of all of the lands then held by the district, and at said meeting a resolution was regularly adopted authorizing the issuance of a contract of purchase to plaintiff. The contract so authorized consisted of two typewritten pages, and in effect provided that the district desired to refinance and reorganize its affairs, eliminate outstanding liens, and return the lands to private ownership; that plaintiff, a bondholder of the district, desired to purchase some of the land and agreed to deposit in escrow certain bonds of the district and to buy certain described real property “. . . at such prices, in no event to exceed $10.00 per acre, and under such terms and conditions as may be hereafter fixed by the Board of Directors, free and clear of all delinquent State and County taxes. ...” According to the secretary of the board, in order to conclude all sales of the district held lands, the last meeting was adjourned until August 7, 1941, and during the interim the contract above mentioned was drafted and given to W. C. Baber for the purpose of obtaining the signature of plaintiff. The minutes of the August 7th meeting disclose that “after due consideration and deliberation, ... it was resolved and ordered that the following be added to the contracts heretofore authorized to be executed and delivered by the District to W, H. Baber [and all other purchasers] . . . that second party [plaintiff] shall be entitled to first party’s [defendant’s] share of the 1941 rice crop growing on said premises upon the payment by second party to first party of the charges for furnishing water to said lands during the crop season of 1941.” The additional provision was set forth on a separate page and attached to plaintiff’s contract. The completed instrument, consisting of the three pages which were stapled together, was introduced in evidence and bears the signature of both parties in two places —once on the second page immediately following the portion authorized by the August 5th meeting, and once on the third page immediately following the additional portion authorized by the August 7th meeting. After harvesting, the rice was warehoused in the name of the defendant district, and during the month of January, 1942, pursuant to plaintiff’s instructions, his father, W. C. Baber, as chairman of the board, sold