Williams v. Denver

SHEPARD, J. In May, 1955, Henry and Mildred M. Williams (hereinafter called plaintiffs) made a contract partly in writing and partly oral with John G. and Maryesther Denver (hereinafter called defendants) by which defendants were to purchase and operate a bail bond business, which we will hereinafter call the “Webb” business. The purchase was [102]made with money advanced by plaintiffs. Ostensibly, the business was to be owned by defendants but actually defendants were to act as the agents of plaintiffs, both in the purchase and operation. Plaintiffs were already operating another bail bond business in their own name, so that with the new purchase they became the owners of two bail bond businesses. The one which they operated under their own name we will hereinafter refer to as the “Williams” business.

Defendants agreed to deposit all receipts of the Webb business with Elliott and Murray, as trustees, and all business expenses and disbursements were to be made from such trust account. Defendants were to receive as compensation $100 per week plus all expenses, plus 10 per cent of all premium charges received in both the Webb and the Williams businesses. One half of this percentage was to be deposited in a special trust savings account, also in the name of Elliott and Murray as trustees, to be held by the trustees for use by defendants in the ultimate intended purchase of an interest in both businesses.

Disputes resulting from alleged failure to pay into the trust fund, failure to pay compensation to defendants, failure on the part of both parties to render accounts, and other dissatisfaction resulted in the filing of this action for rescission, for an accounting, and for declaratory relief respecting the ownership of the businesses. After hearing extensive evidence the trial court rendered judgment denying an accounting and covering other matters not the subject of this appeal, adjudging plaintiffs the owners of both businesses, and decreeing that an independent agreement separate and different from the original agreement had been negotiated with the ultimate purpose of defendants buying both businesses from plaintiffs; that $6,000 had been paid thereon but that this last separate agreement was never completed and, therefore, the $6,000 paid thereon should be returned by plaintiffs to defendants. Plaintiffs have appealed from the portions of the judgment last above noted.

The court found, among other things, that defendants failed to deposit the receipts of the Webb business in the trustee account as agreed; that defendants failed to keep accounts as agreed; that plaintiffs failed to pay the amounts agreed to be paid to defendants and failed to furnish defendants with an accounting of premiums collected in the Williams business. After an examination of the entire record we are satisfied that there is substantial evidence to support these findings.