Humphreys v. McLachlan ( 1905 )

Truly, J.,

delivered the opinion of the court.

We find ourselves unable to agree with the chancellor in his conclusion that the contract between appellants and appellee should be annulled. The record fails to furnish the legal proof to overthrow the presumption of validity, and upon which to base a conclusion that the contract was procured under such circumstances of fraud or undue advantage as would authorize a court to order its cancellation. It is simply a familiar instance of client and attorneys entering into an agreement for a fee contingent upon recovery of a doubtful claim, the exact status or probable amount of which was at the date of the original contract unknown to either. Certain it is, in the instant case, that the attorneys had no greater information than had the client. The record contains no trace of any fraud practiced by W. W. Humphreys, the party with whom the contract Avas originally dis-. cussed, nor Avas there any concealment of the fact that the contract Avas entered into; on the contrary, the record discloses an amount of notoriety not usually incident to the making of such an agreement.

McLachlan, at the date of the execution of the written contract, was of full age. He Avas thoroughly advised of every step Avhich had been theretofore taken in the effort to force a settlement of his grandfather’s estate. He knew the difficulties which still confronted them, and Avas informed, according to his own statement, with absolute frankness of every legal contingency which might probably arise. Nor Avere the parties Avith whom he dealt occupying such a confidential relation as to require of them more than to deal with fairness toward him. He had himself approached and solicited W. W. Humphreys to represent him in the negotiations to enforce a settlement of an estate of unknoAvn value in which he claimed an indefinite interest of uncertain extent, and had authorized the employment of assistant counsel. The other attorney Avas an absolute stranger to McLachlan, employed to render certain service, and from whom there were owing no duties save those of honesty and fair play. McLachlan does not claim that any misrepresentations were made to him; he does not pretend that there was any concealment of facts, material or otherwise; he does not contend that he was entrapped into making a disadvantageous contract. In truth, his sole complaint seems to be that the compensation which his attorneys received for their services seems now to him to be disproportionate to the amount of labor and trouble which the undertaking devolved upon them. And yet the written contract itself sets out the figures which it was hoped each contracting party would receive, and the record shows that the attorneys made a concession from the percentage to which they were entitled by the original understanding. The record further shows that the settlement was effected by a compromise in obedience to the insistent and specific direction of McLachlan himself, and that after the matter was finally closed he expressed himself as highly gratified at the settlement, and was profuse in thanks to his attorneys for the manner in which they had conducted the troublesome negotiations.

From a most careful inspection of this'record, it occurs to us as highly probable that this litigation was instigated by the machinations and misrepresentations of one of the executors, who, acting from ulterior motives, apparently, sought to sow the seed of distrust and suspicion in the mind of McLachlan towards his counsel, and thereby divert attention from any further examination of the accounts of the estate. In no other way are we able to account for the sudden accession of interest in McLachlan and his affairs in a total .stranger, who, until that time, had sought by every means in his power to coerce a full and absolute settlement before a complete investigation of the affairs of the estate had been made, to the disadvantage of McLachlan and to his own financial betterment. The) contract having been fairly entered into, between parties of full contracting age, with full knowledge, without any element of fraud, oppression, undue influence, or concealment, we know no principle of law which would authorize a court to annul it merely because it had proven advantageous and profitable to one of the contracting parties.

The decree is reversed, and the hill dismissed.