(dissenting).
In the first trial of this case, the State showed merely that Greif Brothers Cooperage Corporation purchased for $4,000 sixteenth section timber for which Dear had paid the county only $500. It was conceded that there was no fraud in the sale by the board of supervisors to Dear. Under those circumstances, the lower court sus*634tained the motions of the defendants to dismiss, thereby holding that mere inadequacy of consideration did not invalidate the sale.
On the appeal of the case here, State ex rel. Attorney General v. Dear, 209 Miss. 268, 46 So. (2d) 100, 47 So. (2d) 150, the action of the lower court was affirmed insofar as the board of supervisors was concerned. But it was further held that the proof by the State was sufficient to make out a prima facie case of such gross inadequacy of consideration as to amount to a donation, and, for that reason, Dear and Greif Cooperage Corporation were under the duty to disclose the facts, and show that such inadequacy did not amount to a donation.
I was not in agreement with the opinion of the majority, and dissented therefrom. Suffice it all to say, it was my view that, in the absence of fraud, mere inadequacy of consideration is insufficient to invalidate such a sale. The large number of cases, cited in the dissent, in my opinion, sustain that view.
When the case went back for retrial, the court heard the evidence on the issue of inadequacy, and, in the decree, adjudicated as follows: ‘ ‘ the court finds as a fact, however, that the timber sold to Mrs. Dear and cut by Greif Brothers Cooperage Corporation was sold by the board for its reasonable market value at the time and under the circumstances shown in this record; that the defendant, Greif Brothers Cooperage Corporation, paid Gus Dear, et ux., in excess of the reasonable normal value of such timber under emergent circumstances in furtherance of the war effort and lost money in só doing and such sale thus provides no standard by which to test the value of said timber and there is no substantial evidence in this record to show the value of such timber sold by the board to exceed the amount it received therefor.”
It is a familiar rule that this Court will not disturb the finding of a chancellor on conflicting evidence, nor will it reverse a decree where the same is sustained by *635substantial evidence, nor will it reverse such finding unless it is manifestly wrong.
Under this rule, it is necessary to review the evidence which was adduced before the trial court, and consider the same, together with the logical inferences arising therefrom to determine whether or not the decree is manifestly against the overwhelming weight of the evidence.
The State’s proof simply showed that Greif Brothers Cooperage Corporation paid Dear $4,000' for timber which he had obtained from the board of supervisors for $500, and that, according to the respective opinions of the witnesses Taylor and Welch, the timber was worth $12 to $14, and $10 to $16, per thousand.
While Taylor did testify that he walked over the land about 1944 or 1945, with the intention of buying this timber, yet, on cross-examination, the record shows his vacillation on the question of value as follows: “Q. Did you ever look at that timber on this particular sixteenth section with the idea of determining what the value of it was? A. No, sir.” The witness Welsh admitted, on cross-examination, that he arrived at his estimate of value by looking at the stumps, after the timber had been cut and removed, and about thirty days before the trial. But the witness Bond, for the appellees, testified that one cannot “tell from looking at the stump as to the merchantability or quality of that timber.”
If Taylor was not trying to determine the value of the timber at the time he was looking over it, evidently the chancellor, with good reason, considered his testimony of little value. And, in view of the conflict between the evidence of Welsh and Bond, the chancellor was well warranted in rejecting Welsh’s testimony altogether.
In answer to the State’s case, the appellees showed that previous sales of the timber on this land were made on October 10, 1926, and December 7, 1933, for $75 and $30, respectively. By its stipulation, the State agreed to these facts: In September 1943, the board of supervisors *636gave consideration to selling this timber, and made known its purpose in local timber circles. The sole access was over Dear’s adjacent land. Tbe timber was largely cut over hardwood in a low and swampy area, bounded on the east and south by Pearl River, and on the west and north by lands of others. The area was subject to overflow t during the fall, winter and spring months. Logging was more difficult and expensive on. that account. In the December 10,17, and 24 issues of the Jackson Daily News, the board invited competitive bids. Pursuant thereto, at the January 1944 meeting, bids of $250, $350, and Dear’s bid of $500 were submitted. The board was without authority, under an opinion of the attorney general to pay for an appraisal of this timber. The board accepted Dear’s bid as the highest and best obtainable, and believed that it obtained a fair and reasonable value. The Cooperage Corporation first became interested in this timber in May, 1944, and had no connection with Dear’s purchase. It bought the timber only after competent counsel had examined the records, and advised that a deed from Dear, et ux., would convey a good title. It paid the full price, filed its deed, and began and completed the cutting and removal. The filing of this suit was the first notice to it that its title was being questioned.
Appellees adduced oral evidence from several witnesses.
Perry Luckett, a supervisor, testified that he was familiar with this timber. It was being stolen, and he wanted to do something about it. He secured one timber man to look it over, but his bid was only $250. The land was full of gullies and sloughs. The only way to remove the timber was over Dear’s land. This witness thought that the board made a good sale, in fact the best sale ever made by it. He himself owned 160 acres adjacent to this sixteenth section, and his timber was a better quality. He sold this acreage, land, timber and minerals, for $800.
*637W. L. Bond testified that all of the section overflowed. In some places, the water stood 20 to 30 feet deep, whereas at others, it was 4 to 5 feet. Sawmills cannot nse crooked logs.
Gfus Dear testified that he would have required a “pretty good consideration” to use his land in removing this timber; that the swampy conditions influenced his bid; that if the timber had been accessible, it-would have been worth 2, 3, or 4 times as much; and that timber prices were going up.
E. L. Stanford testified that, under no circumstances, would the Cooperage Corporation have bought the timber unless Dear had consented to its removal over his land— that it would not have offered even $500. He testified that the maximum ceiling price on this timber, under OPA price regulations of date May 15, 1944, was as follows: “A. Well, on blackgum $23; Tupelo gum $23; sweetgum $23; elm $22; hackberry $20; hickory $21; birch $20. Do you want me to read the whole list? A. Just tell us what the approximate main average would be. A. Well, it would run approximately $22. Q. What is the delivered price? A. That is the delivered price to the mill or to some point within 25 miles of the mill. ’ ’ The logging and delivery to the mill, according to his testimony, cost from $30 to $40 per thousand. “Q. It cost you from $30 to $40 a thousand to log it? A. To cut, haul, and deliver it to the mill.” They used trucks and tractors and operated at a loss. £ £ Q. At that time, when you paid $4,000 for this timber, you figured it was worth $4,000 to you, didn’t you? A. It was not a question of worth. It was a question of getting out war production. Q. You weren’t operating on a loss, were you? A. Absolutely. Q. You were? A. Absolutely.” Timber was getting scarce too. £ £ Q. Was timber a great deal scarcer and harder to get in June 1945 than it was in 1944?* * * A. It was for me.” This witness further testified that, while he did not attempt to say how much *638the timber had increased in value from June 1944 to June 1945, “I would say it had increased in value materially.”
F. C. Holland, who logged on this job, said he had to “snake some of them (the logs), as far back as a quarter of a mile.” As to the difficulty in loading, he said: “Well, we loaded the bed and second bed and then bound those down and then finished loading and bound them down: They were so crooked you had to bind them down to keep them on the truck.” The crooked condition of the logs necessitated more trips. As to the difficulty in these logging operations, this witness said: “When it was wet, we had to bring them (the trucks) out with the tractors * * * and after a rain you had to tie the tractors down behind the truck and let it down in the slews to keep it from turning over. ’ ’ Such operations were necessary for about one-third of the time. The logs were cut into 10 and 20-foot lengths in the woods, and then into 32-inch lengths at the mill, and this enabled the Cooperage Corporation to make use of all timber. This witness further testified that this timber, for practical purposes, would not have been salable to the average mill. “Q. In other words, for the average purpose that timber is sold for, it just would not have been salable timber at all, would it? A. No, I wouldn’t think so. Q. I see. Except for somebody who was especially equipped to use this particular type timber for this particular type work, it was not a very salable proposition, was it?! A. I wouldn’t think so.”
The evidence was positive and uncontradicted that the Cooperage Corporation, in this instance, operated at a loss; and there is neither proof, nor insinuation, in this record, that it was operating on a cost plus basis in its contract with the government, or that it was reimbursed for its loss.
The proof was ample to show that this timber, on account of its location and quality, possessed little, if any, value for ordinary sawmill purposes. This was borne out in the fact that, even after advertisement and *639solicitation for bids, only three persons manifested any interest and their bids were only $250, $350 and $500. Under normal conditions, it is unlikely that Dear could have realized any considerable profit from this timber inasmuch as his vendee would have been compelled to absorb the heavy expenses of getting the timber out of the woods, with little likelihood of profit. But emergent conditions subsequently developed. The country was at war. The Cooperage Corporation had a contract with the government to supply staves for ammunition barrels. It needed timber to fill its contract. It had the equipment to log anywhere. It felt that it was compelled to acquire this timber, regardless of price. It did so.
It turned out, however, that this timber which cost the Cooperage Corporation at least $30 a thousand to cut and haul to the mill, could not then and there, after delivery to the mill, be sold for more than $22 per thousand. Thus, over against the State’s mere opinion evidence, inherently weak and somewhat discredited, as to the value of this timber, stood the positive and uncontradicted evidence of the appellees that the cost of getting the timber out of the woods was greater than could be realized for it after delivery to the mill. I therefore pose this question: If timber, which cost $30 per thousand to cut and haul to the mill, cannot then and there, after delivery to the mill, be sold for more than $22 a thousand, how can a court adjudge that such timber, standing in the woods possessed any normal market value whatsoever?
The Cooperage Corporation paid Dear about $5 a thousand for this timber. According to the proof, it lost both the consideration and $8 additional on each thousand, a total of $13 a thousand. What man, in his right mind, would wittingly make such a bargain, unless he was under compulsion, or necessity for some other reason ? I concede that the test of value is not to be determined solely by whether or not a profit is made. Mismanagement may, and does, sometimes turn potential profits *640into serious losses. But there is neither proof nor insinuation, in this record, that the Cooperage Corporation was guilty of mismanagement in this operation. Its mistake in paying too much for the timber ought not to serve as the barometer by which its losses may be further increased.
Solicitation and anxiety for the welfare of the educable children, sometimes expressed with great feeling and emotion, should not goad a court into the infliction of wrong upon one, who, either from compulsion or naive business acumen, has paid too much for property in which such educable children have a beneficiary educational interest.
The question of the erroneous admission as to good faith of the parties and in reference to the rule of property, on account of previous decisions of this Court, in my opinion, are wholly immaterial. At any rate, the State conceded the truthfulness of the former proposition in the agreed statement of facts. And if the Court arrived at the right result, those considerations should be ignored.
The learned chancellor had the witnesses before him and observed their demeanor. He was in much better position to resolve the issues of fact than are we who are permitted to view only the cold printed page. In my opinion, the decree is sustained by substantial evidence. I certainly am unable to say that it is against the overwhelming weight of the evidence, or that it is manifestly wrong.
With the greatest deference for my associates, I would affirm the decree.