Opinion
Department Two
Hearing In Bank Denied.
Appeal from a judgment of the Superior Court of Fresno County.
COUNSEL
The written contract contained in the second lease is supreme, exclusive of the advertisements and all previous negotiations and communications between the parties. ( Civ. Code, sec. 1625; Insurance Co. v. Reese , 8 Ga. 534.) There is no oral agreement of purchase with part performance, as the possession and improvements are not referable exclusively to the contract of sale as distinguished from the lease. (Anson v. Townsend , 73 Cal. 418; Johnston v. Glancey, 4 Blackf. 94; 28 Am. Dec. 45.) The opinion of Earl as to the immateriality of the omission from the lease was not admissible. The company is not responsible for his statements of opinion. (Montgomery v. Keppel , 75 Cal. 128; 7 Am. St. Rep. 125.)
Jarboe, Harrison & Goodfellow, for Appellant.
Thompson & Thompson, for Respondent.
The privilege of purchase may be specifically enforced. (De Rutte v. Muldrow , 16 Cal. 505; Laffan v. Naglee , 9 Cal. 662; 70 Am. Dec. 678; Hall v. Center , 40 Cal. 63; Reed on Statute of Frauds, sec. 362.) The advertisements of defendant gave the option. (S. P. R. R. Co. v. Terry , 70 Cal. 484; Boyd v. Brinckin , 55 Cal. 427.) Declarations of an agent within the scope of his authority may bind or estop the principal. (Simson v. Eckstein , 22 Cal. 592, 593; Garver v. Downie , 33 Cal. 182.) The renewed lease was not a new contract. The option in the first lease was never given up, forfeited, or canceled.
JUDGES: Thornton, J. Sharpstein, J., and McFarland, J., concurred.
OPINION
THORNTON, Judge
The option in plaintiff to buy the land under the lease, or cropping contract, entered into by the plaintiff and defendant, bearing date the seventh day of December, 1885, continued for two years from the first day of October, 1886. It makes no difference that it was not inserted in the second lease. It was left out of the second lease by agreement, as something unnecessary. The defendant had a right to change the purchase price during the execution of the lease, provided it did so prior to the 1st of October of each year. It never did change this price. It therefore remained as in the first contract. The plaintiff exercised and gave notice of his intention to purchase, under the option clause above mentioned, on the 3d of September, 1887, and then offered to pay the installment of the purchase-money then due, viz., one fourth of it, and interest on the portion not then due, and offered to comply in all respects with his contract. The defendant refused to receive the money, and repudiated its contracts with the plaintiff. We think that the judgment is correct, and in accordance with the principles of law, and should be affirmed.
The statements of the secretary of the defendant corporation made to plaintiff were properly admitted. It is evident that the conduct of the whole business was left by the company to him; that he was fully authorized to act, and did act, for the company in its dealing with plaintiff, and others in the like situation, in regard to the business connected with the leasing and disposition of its lands. The determination of this action by the court below is in accordance with well-settled legal principles. The record shows no error.
Judgment affirmed.