Oregon Pacific Railroad v. Forrest

Barrett, J.

I concur with the presiding justice, and desire to add some additional considerations to those which he has so clearly stated. It seems to me that the plaintiff proceeds upon an extreme view of the facts. Upon the evidence, it is by no means, as contended throughout, substantially a case of property obtained, so to speak, by a highw’ayman, and restored in. part upon. *15an agreement to permit the retention of the remainder. The bonds were lawfully in Mr. Garrison’s possession, and he had a contract which if executed would have entitled him to precisely what he demanded, namely, these 100 bonds. The plaintiff says that he had entirely neglected to proceed with the performance of that contract, and had consequently forfeited his right to these bonds. But the contract had not actually been canceled when the plaintiff’s president, without notifying Mr. Garrison, made other arrangements, and himself effected the purchase for the company of the very rails called for by Garrison’s contract. Upon being told of this, Mr. Garrison said he was glad, but insisted upon retaining the bonds which would have been his in case the contract had gone on and been executed. That in legal effect was a denial of forfeiture; an assertion that the contract was a valid, existing one, and that he (Garrison) would assent to its abrogation only upon receipt of the entire profits derivable therefrom. It is quite true that this claim was probably a slim one; that Garrison had been guilty of negligence; and it is not unlikely that the company could have abrogated the contract, and recovered back all the bonds which he then held as security, including these in question. Still that cannot be treated as absolutely certain. There is evidence here tending to show such negligence, and even that it was intentional. But there is also evidence that the contract had not been canceled, that the company recognized its existence by authorizing its chief officer to negotiate for cancellation, and that before such negotiations were completed, consequently before cancellation, the company had been placed in a false position by its president’s purchases elsewhere. Here certainly was ground for a contest. The company’s position was a delicate one. The contract was alive and uncanceled. It had never notified Mr. Garrison that it would wait no longer. The execution of the contract had become entirely undesirable owing to the new arrangements which had been made by its president. Under these circumstances, while Garrison’s attitude was a hard and probably unconscionable one, it is absurd to liken his claim, to the full profits of the contract, to that of a highwayman demanding one’s money or life. And it is therefore idle to rest the case upon legal analogies proceeding from this extreme view. A contract obtained by the highwayman is of course void from the beginning to the end. A payment on account of such a contract would be a gratuity and not a ratification. Indeed, it would be ridiculous to talk of ratifying robbery. In the case at bar, however, there was certainly color for a contest; and, while Garrison’s position, as testified to by Mr. Hogg, may have amounted in a legal sense to what is called “duress,” there can be no doubt that the antecedent facts called for prompt rescission the moment the company was freed from such duress. I do not mean that it was bound to go into a court of equity, but it certainly was bound to disaffirm. Here, however, there was active, deliberate, and continuous ratification. It had a right to so elect, and it is bound by the election. It thus said, in effect, we have been deprived of these bonds unjustly; but upon the whole, we are the gainers by leaving the matter as it is. If- we proceed for the bonds, Garrison may insist upon all his rights under the original contract, and although his conduct thereunder has been such that we think he is entitled to none of its benefits, yet we would rather let him keep the bonds, than be subjected to a shadow of risk on that head. On that, they rest for over six years, paying Garrison, his assignee, and his executors, with unfailing regularity, the running interest coupons; and now, when every one concerned is dead, come into court with a claim of robbery, pure and simple. It seems clear to me that such a claim is wholly without merit. The force of this ratification is sought to be broken by Mr. Hogg’s statement that the coupons were paid because Garrison promised to make a syndicate -that would take a large part of the company’s bonds. What is that, however, but ratification founded upon a new promise,—an overlooking of the alleged duress in expectation of future help. It is said that the new consideration *16failed, but the proof is that Mr. Garrison tried to effect the syndicate, and there is no pretense of deceit or bad faith in that regard. And, further, it appears that these payments continued long after all hope of assistance in that direction had vanished, indeed, long after Mr. Garrison’s death. The verdict was properly directed, and the judgment should be affirmed.