Stranahan v. Richardson

Minnesota Supreme Court
Stranahan v. Richardson, 71 Minn. 186 (Minn. 1898)
73 N.W. 858; 1898 Minn. LEXIS 537
Collins

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Stranahan v. Richardson

Opinion of the Court

COLLINS, 1.

The complaint herein states a cause of action. The contract between plaintiff, as of the first part, and defendants, co-partners, as of the second part, seems plain and unambiguous in its terms. The plaintiff agreed to furnish to defendants, for investment in Duluth real estate, the sum of $2,200. The defendants were to purchase the property in plaintiff’s name. They were to take charge of it as plaintiff’s agents, and were to sell the same within a reasonable time. All these things were to be done by defendants without compensation, except as it might come through sales at a net profit; the plaintiff first receiving the amount of money she had invested, with interest at 8 per cent, per annum. If there was a net profit in ,excess of the 8 per cent, per year on the investment, it was to be equally divided between plaintiff and defendants. There was al^o this condition in the contract:

“It is especially agreed by first party that she will not in any event require a disposition of the property purchased under this agreement within five (5) years from date of purchase of same; and, in consideration of such agreement, second párties hereby agree, within a reasonable time after the expiration of said five years, at the request of first party, to dispose of said property and return to first party the amount invested hereunder, together with one-half of the net profits thereon; and, if such profit does not amount to at least eight per cent. (8 per cent.) per annum, second parties will pay to first party such sum as will make the profit equal to eight per cent. (8 per cent.) per annum on the investment.”

It was alleged that under this contract plaintiff furnished to de*189fendants the sum of $5,103.42, a part of which was invested in certain described lots in Duluth, while the balance was paid out in taxes, local assessments, and- other liens upon the property. Then followed formal allegations, which, in connection with those which preceded, admittedly stated a cause of action, unless we concede what is asserted by counsel for defendants, — that his clients nowhere and in no manner agreed that in case of a sale for a sum less than the amount of the investment, with 8 per cent, annual interest thereon, they would themselves pay the amount of the loss or deficiency.

The contract clause which we have quoted provides for a sale of the property after five years, upon plaintiff’s request; the defendants agreeing to return to plaintiff the amount she had invested, and one-half of the net profits, and also that, if this profit did not amount to at least 8 per cent, per annum on the investment, they would pay a sum sufficient to make the profit equal to 8 per cent. The language used will not bear any other construction. It may be possible, as contended for by counsel for defendants, that both parties to this contract were always contemplating profits, and never losses, in their investments; but we cannot agree with him in the further assertion that plaintiff absolutely failed to provide for a depreciation in prices. That she did make provision for such a contingency is quite obvious.

Counsel also make the point that $2,200 is the amount agreed to be invested, and, in any event, is the limit of defendants’ liability. A determination of this point is not involved in the present appeal. Nor do we wish to be understood as holding that, under the' contract, defendants have obligated themselves to take the property and pay cost price for it, with all taxes, local assessments, and liens-added, with interest annually at 8 per cent. The method of determining the amount and extent of defendants’ liability must be ascertained by the trial court, and in accordance with the terms of the contract itself.

Order affirmed.

Reference

Full Case Name
CLARA H. STRANAHAN v. WILLIAM E. RICHARDSON and Another
Cited By
1 case
Status
Published