JONES, District Judge. ' '
"'’ From á summary judgment dismissing the 'corporate1' defendants 'from this action, ap-'pelláírfs bring this' interniediaté"appeal. • ' ■
The six causes of action set out in the amended complaint charge the corporate defendants (respondents) with conspiring with one of the individual defendants, and their alleged participation in and aiding said individual defendant in the fraudulent concealment of the amount being paid him for his one-fourth interest in certain mining claims. The record consists of the depositions of all the individuals who had anything to do with the transaction, affidavits, together with the pleadings. The respondents include the Columbia Iron Mining Company (hereafter referred to as Columbia) and its affiliates.
The question presented is as to whether any genuine issue as to any material fact exists. Rule 56(c), Utah Rules of Civil Procedure. If there be no such issue, then the judgment must be affirmed. Otherwise, the action must be reversed and the respondents required to stand trial along with the individual defendants.
The preliminary negotiations between the parties appear to have been conducted without any unusual incident or significance. Co-tenant Moreton, in behalf of himself and the other owners of mining claims, had-opened discussions with Columbia concerning a sale of these properties. A selling price of $387,500 was asked, $100,000 for the Hollands and $287,500 for the Moretons.. Mpreton had been advised that Columbia’s policy was to lease such properties on a tonnage basis, but he insisted on selling. When -Columbia • ascertained [305]*305that the claims had not been perfected, Moreton was advised that patents would have to be obtained and abstracts of title submitted for examination. Moreton was further advised that Columbia, while these things were being accomplished by the sellers, would undertake a magnetometer examination of the property. The respective parties then proceeded to do these things. Columbia dispatched a crew of men out onto the ground for the purpose of satisfying itself as to the tonnage of iron ore in place, and its attorney prepared a draft of a contract. Moreton proceeded with the necessary steps to obtain patents and ordered abstracts of title. Several months elapsed. Then one of the appellants wrote Mr. Mathesius, Columbia’s president, requesting that the proposed sale be cancelled because Moreton had misled plaintiffs into accepting $100,000 for their interests when their properties were actually worth several times that amount. When Mathesius received this communication he looked up Moreton, exhibited the letter, and demanded an explanation. Moreton showed Mathesius an • agreement of sale signed by all of the claimants wherein it was stipulated that all interests (including Moreton’s) were to be offered for $133,333.33, on a tonnage basis, More-ton to have one-fourth of that amount plus anything he could obtain in excess of the $100,000. These documents did not satisfy Mathesius. He informed Moreton that further proof would have to be submitted that the Hollands were satisfied. Moreton stated that such proof would be obtained. (Mathesius never did answer the Holland letter.) At this meeting, or about the same time, Moreton informed Columbia that it would be necessary that two sets of closing papers be prepared, one for the use of the Hollands covering a three-fourths interest, and one for the signatures of the Moretons covering a one-fourth interest. (A month elapsed.) Then Columbia received a letter signed by all of the owners of the three-fourths interest wherein it was recited that said parties were satisfied to take $100,000 for their interests and that Moreton might sell his portion “for whatever price you and he may agree upon.” This communication satisfied Columbia. A month later, Columbia received another communication from the Hollands, the body of which read as follows:
“We reaffirm our letter to you of October 16, 1948, with respect to the offer made by us to your company for the sale of our interest in and to the M & H Claims at Desert Mound for the sum of $100,000 cash.
“We made this offer to sell our interest for this sum, free and clear of all encumbrances and lawful claims whatsoever. Patent on these claims has now been issued and we hope for ah early acceptance of odr offer.
“An interest in these claims is also, held by Arthur E. Moreton, and it is [306]*306no concern of ours as to when and to whom he may sell his interest or at what price or upon what terms.”
The company’s attorney then proceeded to prepare the necessary deeds, checks, and receipts, and Moreton was asked to deliver the abstracts of title for examination. In the meantime the company had completed the tonnage survey. Finally, a figure of $387,500 was agreed on, Moreton stipulating that $100,000 of this amount was to be paid in cash to the Hollands for their three-fourths interest, the remainder to go to Moreton (and members of his family) in installments. Satisfied now that the Hollands understood what they were doing, Columbia’s officers laid plans to close the transaction. Moreton was notified to assemble all of the sellers in his office on a day certain for the purpose of consummating the sale. All of the parties then gathered in Moreton’s offices. (Another month had elapsed.) The Hollands there executed the deed which had been prepared for their signature, the receipt, and accepted a check for $100,000. The parties differ in some particulars as to exactly what was said and done at this meeting. Respondents’ officers maintain that certain of the documents were read aloud. Appellants deny this. Be that as it may, after the transaction was completed as to the Hollands, Columbia’s negotiators next completed their transaction with the Moretons. The same routine was carried out, the papers signed, and a check in the sum of $71,875 (the first installment on $287,000) was delivered and accepted. The meeting then adjourned.
Do these facts present a justiciable controversy involving a fraudulent conspiracy and concealment on the part of respondents? We think not. Insofar as respondents are concerned, there is nothing in this record to show that they intentionally participated in the furtherance of any preconceived common design and purpose to defraud the appellants. See State of Missouri ex rel. and to Use of De Vault v. Fidelity & Casualty Co. of New York, 8 Cir., 107 F.2d 343, quoting from 15 C.J.S., Conspiracy, § 2, p. 997; Reitmeister v. Reitmeister, 2 Cir., 162 F.2d 691; Sobin v. Frederick, 236 Mich. 501, 211 N.W. 71; Neblett v. Elliott, 46 Cal.App.2d 294, 115 P.2d 872.
But appellants assert that they are entitled to the benefit of certain inferences to be drawn from the facts. They argue that because Moreton and Mathesius did not (in their depositions) fix the exact time when their acquaintanceship began; the fact of their membership in the same club; that Mathesius did not answer Holland’s letter; and that separate deeds and papers were drawn for the co-tenants to sign; it can be reasonably inferred that Moreton and Mathesius (as agent of Columbia) were conspiring together to defraud them. But we do not feel that appellants can be permitted to draw favorable inferences from these facts. Inferences [307]*307are made for the purpose of aiding reason, not to override it. Maggio v.
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JONES, District Judge. ' '
"'’ From á summary judgment dismissing the 'corporate1' defendants 'from this action, ap-'pelláírfs bring this' interniediaté"appeal. • ' ■
The six causes of action set out in the amended complaint charge the corporate defendants (respondents) with conspiring with one of the individual defendants, and their alleged participation in and aiding said individual defendant in the fraudulent concealment of the amount being paid him for his one-fourth interest in certain mining claims. The record consists of the depositions of all the individuals who had anything to do with the transaction, affidavits, together with the pleadings. The respondents include the Columbia Iron Mining Company (hereafter referred to as Columbia) and its affiliates.
The question presented is as to whether any genuine issue as to any material fact exists. Rule 56(c), Utah Rules of Civil Procedure. If there be no such issue, then the judgment must be affirmed. Otherwise, the action must be reversed and the respondents required to stand trial along with the individual defendants.
The preliminary negotiations between the parties appear to have been conducted without any unusual incident or significance. Co-tenant Moreton, in behalf of himself and the other owners of mining claims, had-opened discussions with Columbia concerning a sale of these properties. A selling price of $387,500 was asked, $100,000 for the Hollands and $287,500 for the Moretons.. Mpreton had been advised that Columbia’s policy was to lease such properties on a tonnage basis, but he insisted on selling. When -Columbia • ascertained [305]*305that the claims had not been perfected, Moreton was advised that patents would have to be obtained and abstracts of title submitted for examination. Moreton was further advised that Columbia, while these things were being accomplished by the sellers, would undertake a magnetometer examination of the property. The respective parties then proceeded to do these things. Columbia dispatched a crew of men out onto the ground for the purpose of satisfying itself as to the tonnage of iron ore in place, and its attorney prepared a draft of a contract. Moreton proceeded with the necessary steps to obtain patents and ordered abstracts of title. Several months elapsed. Then one of the appellants wrote Mr. Mathesius, Columbia’s president, requesting that the proposed sale be cancelled because Moreton had misled plaintiffs into accepting $100,000 for their interests when their properties were actually worth several times that amount. When Mathesius received this communication he looked up Moreton, exhibited the letter, and demanded an explanation. Moreton showed Mathesius an • agreement of sale signed by all of the claimants wherein it was stipulated that all interests (including Moreton’s) were to be offered for $133,333.33, on a tonnage basis, More-ton to have one-fourth of that amount plus anything he could obtain in excess of the $100,000. These documents did not satisfy Mathesius. He informed Moreton that further proof would have to be submitted that the Hollands were satisfied. Moreton stated that such proof would be obtained. (Mathesius never did answer the Holland letter.) At this meeting, or about the same time, Moreton informed Columbia that it would be necessary that two sets of closing papers be prepared, one for the use of the Hollands covering a three-fourths interest, and one for the signatures of the Moretons covering a one-fourth interest. (A month elapsed.) Then Columbia received a letter signed by all of the owners of the three-fourths interest wherein it was recited that said parties were satisfied to take $100,000 for their interests and that Moreton might sell his portion “for whatever price you and he may agree upon.” This communication satisfied Columbia. A month later, Columbia received another communication from the Hollands, the body of which read as follows:
“We reaffirm our letter to you of October 16, 1948, with respect to the offer made by us to your company for the sale of our interest in and to the M & H Claims at Desert Mound for the sum of $100,000 cash.
“We made this offer to sell our interest for this sum, free and clear of all encumbrances and lawful claims whatsoever. Patent on these claims has now been issued and we hope for ah early acceptance of odr offer.
“An interest in these claims is also, held by Arthur E. Moreton, and it is [306]*306no concern of ours as to when and to whom he may sell his interest or at what price or upon what terms.”
The company’s attorney then proceeded to prepare the necessary deeds, checks, and receipts, and Moreton was asked to deliver the abstracts of title for examination. In the meantime the company had completed the tonnage survey. Finally, a figure of $387,500 was agreed on, Moreton stipulating that $100,000 of this amount was to be paid in cash to the Hollands for their three-fourths interest, the remainder to go to Moreton (and members of his family) in installments. Satisfied now that the Hollands understood what they were doing, Columbia’s officers laid plans to close the transaction. Moreton was notified to assemble all of the sellers in his office on a day certain for the purpose of consummating the sale. All of the parties then gathered in Moreton’s offices. (Another month had elapsed.) The Hollands there executed the deed which had been prepared for their signature, the receipt, and accepted a check for $100,000. The parties differ in some particulars as to exactly what was said and done at this meeting. Respondents’ officers maintain that certain of the documents were read aloud. Appellants deny this. Be that as it may, after the transaction was completed as to the Hollands, Columbia’s negotiators next completed their transaction with the Moretons. The same routine was carried out, the papers signed, and a check in the sum of $71,875 (the first installment on $287,000) was delivered and accepted. The meeting then adjourned.
Do these facts present a justiciable controversy involving a fraudulent conspiracy and concealment on the part of respondents? We think not. Insofar as respondents are concerned, there is nothing in this record to show that they intentionally participated in the furtherance of any preconceived common design and purpose to defraud the appellants. See State of Missouri ex rel. and to Use of De Vault v. Fidelity & Casualty Co. of New York, 8 Cir., 107 F.2d 343, quoting from 15 C.J.S., Conspiracy, § 2, p. 997; Reitmeister v. Reitmeister, 2 Cir., 162 F.2d 691; Sobin v. Frederick, 236 Mich. 501, 211 N.W. 71; Neblett v. Elliott, 46 Cal.App.2d 294, 115 P.2d 872.
But appellants assert that they are entitled to the benefit of certain inferences to be drawn from the facts. They argue that because Moreton and Mathesius did not (in their depositions) fix the exact time when their acquaintanceship began; the fact of their membership in the same club; that Mathesius did not answer Holland’s letter; and that separate deeds and papers were drawn for the co-tenants to sign; it can be reasonably inferred that Moreton and Mathesius (as agent of Columbia) were conspiring together to defraud them. But we do not feel that appellants can be permitted to draw favorable inferences from these facts. Inferences [307]*307are made for the purpose of aiding reason, not to override it. Maggio v. Zeits, 333 U. S. 56, 68 S.Ct. 401, 92 L.Ed. 476. Inferences are nothing more than probable or natural explanations of facts. 20 Am.Jur. 164, citing, inter alia, Kenney v. Washington Properties, 76 App.D.C. 43, 128 F.2d 612, 146 A.L.R. 1. And see Neblett v. Elliott, supra. Common sense and reason dictate that evil inferences should not be permitted to be drawn from routine business transactions where there are no other circumstances. To hold otherwise would throw the door open for an attack on each and every transaction that one might enter into. Every vendor who might feel aggrieved because he wasn’t paid enough money for his property should not be permitted to come into court and have his case submitted to the trier of the facts merely because it is subsequently ascertained that he made a bad bargain. And those who are willing to sign most anything in order to obtain money should not be permitted to lightly cast aside these solemn documents and vitiate transactions which have long since Been consummated.
The trial court was right in summarily dismissing the respondents from the action for the reason that there was and is no genuine issue to resolve as to them. But nothing herein contained should in any respect be construed as a determination of any of the issues as between the appellants and the individual defendants.
Affirmed.
HENRIOD, J., concurs.