Dale v. Jennings , 90 Fla. 234 ( 1925 )

Mr. Justice TERRELL has very clearly outlined the pleadings under which the issues were presented to the trial court and upon which final decree was entered in this cause. I am unable, however, to follow my esteemed associate in his conclusions.

Early in the year 1919 the appellant, then president of a private corporation, Alachua Phosphate Company, took up with the appellee the proposal of purchase and sale of the holdings of the corporation of which he was president. From the record before the court it appears that the negotiations were first carried forward by him in the name of the corporation, but as they began to give promise of consummation the appellant though remaining president of the corporation conceived the idea of continuing the negotiations in his own name. The record discloses that, when these negotiations had reached the point where a sale to the appellee appeared probable, he then procured from the corporation an option to purchase the property in his own name at a price much less than what he considered the actual value of the property and at a figure which is shown by the record not to have been a fair price and value for the property. It appears that he attempted to capitalize his knowledge of the affairs of the corporation, his knowledge of the property and his knowledge of the probable opportunity to sell the property at a fair price and value, to make a large profit for himself, which would not be participated in by other stockholders, from the sale of property of the corporation of which he was the president.

The record does not show that the appellant took any advantage of the appellee. Appellee from the beginning had full knowledge that appellant was the president of Alachua Phosphate Company, and therefore appellee was charged with the knowledge that appellant could not occupy any relation toward appellee which would be inconsistent with his duty as such president to trade for the interest and benefit of the owning corporation, that it was the duty of such president to procure the best price obtainable for the property. Under the facts alleged in the pleadings, which are sustained by the evidence, Dale could not have lawfully acted in behalf of Jennings in this transaction because his position as president of the owning company precluded his acting on behalf of Jennings. Appellee was charged with this knowledge and therefore Dale could have assumed no fiduciary relation with Jennings which would affect this transaction as between Dale and Jennings. Higgins v. Lansing, 154 Ill. 301; Purdy's Beach on Private Corporations, Sec. 740; Greenfield Saving Bank v. Simmons, 133 Mass. 415; Baker v. Nickerson, 112 Mass. 195.

The showing is that appellant sold and delivered all that he agreed to sell and deliver. That the sale was for a consideration equivalent to the fair value of the property at the time. That the appellee, with all the facts before him, took title to the property, delivered the sum of $400,000.00 as part payment on the purchase price and agreed to pay the balance of the purchase price in the sum of $350,000.00 with interest at 6% and to give notes and mortgage to secure the payment of the same and afterwards declined to carry out his agreement although he has capitalized the property at $1,000,000.00.

The appellee appears to have no equities in his favor upon which he can base a claim for relief against the payment of the balance of the purchase price of the property involved.

The record shows a state of facts which should preclude the appellee from retaining the property without paying the purchase price, which price is neither alleged or proved to have been at all in excess of the actual value of the property at the time of the sale and delivery.

Dale's conduct precludes specific performance in equity. Bush v. Baker, 79 Fla. 113, 88 South. Rep. 704.

Whether or not Alachua Phosphate Company may successfully maintain a suit to collect from Dale (should he collect the same) the balance of the purchase money for which the property was sold to appellee is a question injected into this cause by the evidence but which was not before the Chancellor for adjudication under the pleadings and which is therefore not to be determined by a decree entered in this cause.

The decree should be reversed and remanded with directions that a decree be entered in favor of appellant against the appellee for the sum of $350,000.00 with interest thereon at 6% per annum from the 19th day of December, 1919, and that appellant do have an equitable lien upon the property conveyed for the payment of such amount found to be due as the balance of the purchase price of such property.