The Scranton tribune. [volume] (Scranton, Pa.) 1891-1910, 1897-09-02

SAID sum OF Slbo,fbO ID 10 De paiu III no
part by a surrender Of the bonds Sc
cured by said mortgage for cancellation,
and the remainder as set forth In GER
tain bond executed by the said Equity
Improvement company, OF Scranton, Pa,
dated the 10th day OF March, 1894;
BE II resolved, that the said sale Is
hereby approved. as of that date, and
the terms of payment of the said sum
of $685. $50 as set forth in the said bond,
are accepted and ratified.
OVER TWO MONTHS LATE.
"On motion of Albert Baker the fol-
lowing was adopted: Whereas, In sale
of a part of this company's property at
Scranton, Pa, to the Equity Improve
ment company, of Scranton, Pa, II was
agreed that the first mortgage bonds of
this company secured by mortgage on the
property described therein to the amount
of sl55, O00 should be surrendered with
coupons attached including Jan. 1, 1894,
and whereas said sale was not made
until March 10, 1894;
BE 1t resolved that in the settlement
of the amount to be paid on the bonds
and coupons of the said company, given
for purchase money, an allowance shall
be made sufficient to cover the interest
on said bonds from Jan. /, 1884, to March
10, 1894, and for all overdue coupons be-
longing to said bonds and interest there
on to John Handley, the former owner
OF said bonds ana coupons.
The foregoing findings are based en-
tirely upon the facts agreed upon by
the parties. outside of these facts there
are but few other questions to be con-
sidered. 1t is contended on the part OF
the defendants that all the coupons be-
longing to the $l55,O00 issue of bonds,
those past due as we'll as those not due,
were to be surrendered to the Winches-
ter company, Notwithstanding the ex-
plicit terms of the purchase money bond
executed by the Scranton company In
favor of the Winchester company; that
this latter bond Is ambiguous in some
of Its conditions, and that the testimony
tending to change it's terms should be
considered, and finally that there was a
misunderstanding on the part of the d.
rectorS and officers of the winchester
company and John Handley as to the ex-
act conditions of the sale.
In reference to these questions We
make these further findings of fact:
The purchase money bond to secure
the payment of the Sl55,000 to the Win
chester company is not ambiguous in its
terms and conditions. To understand and
construe it explanatory testimony is un-
necessary
According to the terms of the said pur-
chase money bond, the coupons which re-
mained the property of the Equity I'm
provement company, of Scranton, and
which were not to be surrendered to the
Winchester company amount to $l5,2S220
l. John Handley as president of both
companies was bound to act In good faith
towards each. There Is nothing in the
evidence in this case to indicate that he
acted otherwise. On the contrary the
evidence shows that the transaction was
fair and considerable.
g The evidence contained in the de-
positions of the witnesses is entirely in
sufficient to show Misrepresentation or
IOhn
an officer of either corporation.
g. Evidence to aid in the construction
and Interpretation of written instru-
ment is inadmissible where there is no
patent or latent ambiguity.
4. The plaintiff is entitled to judgment
against the defendant in the sum of $15,-
2S2.20, with interest and costs.
DISCUSSION BY THE COURT.
The following facts are not in dis
pute
/. Full authority by the Winchester
company to it's president John Handley
to sell the Wyoming avenue property at
a minimum price, on such terms and con-
ditions as in his judgment would be ad-
vantageous to the company.
2. A sale and conveyance to the Scran-
ton company of the said property at the
minimum price fixed.
3. A ratification and approval of said
price and to the grantee mentioned In
the resolution OF approval and according
to the terms of the purchase money bond
referred to.
4. The receipt by the Winchester COM
pany of the cash portion of the said pur-
chase money.
AS we have already stated, the terms
of the sale are set forth in the bond of
March 10, 1894. The evidence to change
or modify these terms is to be found In
the dispositions of the witnesses from
Winchester. Most of the witnesses were
directors and officers of the Winchester
company and were present at the meet
ings of the company held Feb. 13 and
April "a, 1894. 1t appears from the de-
positions that they had the utmost con-
fdence In their president; that in re-
porting the sale and the terms thereof
the president did not produce the bond
at the meeting of April "a; that they did
not see the bond until after the death of
the president, and that their recollec-
tion and understanding as to the terms
of the bond providing for the surrender
of the coupons, which are the subject of
the present suit, as reported by the
president, do not agree with the con-
ditions of the bond itself To show the
general character of this evidence we
insert here the deposition of John j.
Williams, esq., the attorney of the Win
chester company:
]. ]. WILLIAMS DEPOSITION.
"I have been from the institution of
the company one of its stockholders, and
for the past few years one of it's direc-
| tors and its legal counsel / was present
at the two meetings mentioned in the
| case stated, and heard and took part in
| the verbal discussion with Judge Hand
| ley and the members of the board about
| the sale, when 1t was first proposed and
| afterwards. Judge Handley stated as his
| belief that this property was worth more
| money than $l6S750, and would eventual
| ly realize more: that the advantage to
| the company in accepting his PROPOSE
| ton for its sale to the Equity company,
| of Scranton, would be it's relief from the
| burden of interest upon it's one hundred
and fifty-ive thousand dollars Of mort
| gage bonds. The bond of the Scranton
| company for this purchase money of
| S16S,750, mentioned in the minutes of one
of its meetings, was not produced at
| the time, nor was l ever aware of it's
| purport until was shown by Mr.. Albert
| Baker copy of the bond, forwarded to
him by Major Conrad as having been re-
| ceived by him from Mr. Amerman, since
| the death of Judge Handley. 1t was
| drawn by Judge Handley in Scranton, /
| presume Certainly not in Winchester, so
| far as we know, as was the case in
more than one instance where he was
| entrusted with the execution of the or
| ders of the board. Such was our conf
| dence In him as a business man, a law
! yer, and our belief In him from his hav-
ing by far the largest interest of any