Kauffman v. Deignan

227 S.W.2d 271, 1949 Tex. App. LEXIS 1918
CourtCourt of Appeals of Texas
DecidedDecember 22, 1949
DocketNo. 12143
StatusPublished
Cited by3 cases

This text of 227 S.W.2d 271 (Kauffman v. Deignan) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kauffman v. Deignan, 227 S.W.2d 271, 1949 Tex. App. LEXIS 1918 (Tex. Ct. App. 1949).

Opinion

GRAVES, Justice.

This controversy involves the validity and construction of an instrument of assignment from W. R. Davis, Incorporated, a corporation, to Leo P. Deignan, as a mere nominee of and taking title for White, Weld & Company, a New York copartnership, dated January 6, 1941, and recorded in Volume 121, pages 15 — 18, of the Deed Récords of Starr County, Texas.

The assignment in question purports to convey an undivided one-fortieth (1/40) in an undivided one-half interest of all the right, title 'and interest now' owned and held by W. R. Davis, Incorporated, in and to the' oil, gas and mineral leasehold estates created and existing under and by virtue of certain oil, gas and mineral leases, in so far as they each cover the respective tracts of land therein described, aggregating about 8385 acres; a substantial copy of' such assignment being hereto attached, and made a part hereof, as Exhibit A.

Appellees sued the appellants for construction of the copied assignment, claiming that it should be construed to convey, in effect, an undivided 1/80 interest in the described leasehold working-interests, and alternatively prayed that, if the court did not agree with their construction of the instrument, then it should be reformed, because it did not express the intention of the parties, and there was a mutual mistake.

.The appellants opposed the construction sought by appellees, and, in turn, contended that the instrument should be construed [273]*273to convey no more than an undivided 1/160 of the leasehold working-interests, if - it was a valid conveyance at all; they also filed a cross-action against appellees, seeking to have the court cancel and rescind the assignment, as for both lack of consideration and lack of corporate authority for execution and delivery of the instrument.

The trial court rendered judgment for appellees, holding that the declared-upon instrument was ambiguous, but, when construed in the light of extrinsic evidence (admitted over the objection of appellants), itxonveyed an undivided 1/80 interest.

The court also held' the appellees’ alternative plea' for reformation of t-he instrument was barred by -limitations, from- which portion of the judgment they have perfected a cross-appeal. ■ . .

It further ruled in 'favor of appellees and against appellants on the latters’ claims for cancellation, rescission, and' reformation of the- instrument. ■ • ' :

There having1 been no jury) the court filed extensive findings-of-fact and law in support of its judgment as rendered, which need not be at length repeated here; but, for the purposes of the opinion to follow, the 4th finding-of-fact and' conclusions of law numbers 1 and part of 2, were as follows: “I find that the assignment of date January 6, 1941, as above described, properly construed in the light of the assignment itself and all. the facts surrounding the- making,, tender apd ■execution of the instrument, and the transmittal thereof after execution for delivery, and the practical interpretation placed thereon by the parties, show.that the intent of all the parties in executing apd delivering the instrument and in the acceptance of the same was to convey a 1/40 of 1/2, or 1/80, of the entire working interest under the leases and a corresponding interest in the other properties, subject to the burdens described and set "forth in said assignment.” “1. ' I conclude as a matter of law that the proper construction to be placed upon the' assignment of date January 6, 1941, hereinbe-fore described, is that it conveys a 1/80 in the entire working-interest and the leaseholds described therein .and a corresponding interest in and to the wells, personal property and production, subject to the burdens described and set forth in said assignment. 2. I conclude as a matter of law that, in view of the conclusion-of-law hereinbefore stated, it is unnecessary to pass upon the question of reformation asked by the plaintiffs, but, etc.”

In this court both sides have at length reiterated and reasserted the soundness of their various contentions below, as summarized above.

In pursuit thereof, they have favored this court with able briefs and oral arguments, following their respective several lines of contention; but, under the view taken héré of the reaches of the cause as a whole, it 'is deemed unnecessary to categorically take up and- pass upon the Various presentments of either side.

This for the reason that it is concluded that the trial court — in the main — , as expressed in its' above-quoted findiñg-óf-fact No. 4, and conclusions of law Nos. 1 and part of 2, rendered a correct'judgment herein, although it gave erroneous reasons therefor.

In other words, that 'the proper judgment was rendered with wrong -reasons assigned therefor, which, under well-settled authority, did not require a reversal thereof. 25 Tex.Jur., par. 87, page 460, and authorities cited under footnotes. 4, 5, and. 6; Vol. 24, Texas Digest, Judgment, page 372, and cited authorities, especially Gough v. Jones, Tex.Com.App., 212 S.W. 943; Austin v. Conaway, Tex.Civ.App., 283 S.W. 189; Magnolia Petroleum Co. v. Caswell, Tex.Civ.App., 295 S.W. 653, Id., Tex.Com.App., 1 S.W.2d 597, Id., Tex.Com.App., Id., 7 S.W.2d 863, 278 U.S. 640, 49 S.Ct. 34, 73 L.Ed. 555.

If is further held that the assignment of interest here involved was cor■rectly constrúed from the face thereof, when-its-various provisions are reconciled, in the light of the conditions to which they are addressed, and which they intended to provide for.

[274]*274That is, when it is examined in the light of the rule of construction thus applied by the Supreme Court of the United States, in the case of Merrill-Ruckgaber Co. v. United States, 241 U.S. 387, 36 S.Ct. 662, 664, 60 L.Ed. 1058; “It (this case) involves for its solution the construction of a contract, and the rules to guide such construction we need not rehearse. To its words we at first resort, but not to one or a few of them, but to all of them as .associated, and as well to the conditions to which they were addressed and intended to provide for. The argument of appellant ignores this rule. As we shall see, it makes one word dominant, controls all others by it, and puts out of view the ■demands of the physical conditions.”

In this instance the general object sought to be attained by the assignment of January 6, 1941, was undisputedly shown to have been evidenced by two instruments, instead of the one; that is, that a foregoing instrument in the form of a letter had passed between the same parties here, dated October 4, 1940, of which the assignment was, but an extension and carrying-out of an agreement first made between them at the prior date of such letter; that is, such letter, a copy of which is also appended hereto as Exhibit B, and made, a part hereof, as plead herein by the appellee, and found by the trial court, was part and parcel of, indeed, was the basis for, the succeeding assignment.

As' its terms likewise unmistakably import, the mutual intention of the parties •thereto would reasonably seem to have been for the Davis corporation to assign to the New York partnership “one and •one-quarter per 'cent (1-1/4%) of our present entire working interest in these properties”.

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Bluebook (online)
227 S.W.2d 271, 1949 Tex. App. LEXIS 1918, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kauffman-v-deignan-texapp-1949.