On the Merits. On May 18, 1927, the plaintiff and defendant executed an instrument before a notary and three witnesses, the first and concluding part of which purported to sell to the defendant an undivided one-fourth interest in 106 acres of land.
The intervening provisions and declarations of said instrument evidenced a sale only of an undivided one-fourth interest in and to all oil, gas, and other minerals which may be *Page 400 produced from 30 acres of said land below a depth of 2,200 feet, and a one-fourth interest in all of the oil, gas, and other minerals which may be produced from 76 acres of said land without regard to the depth from which such oil, gas, or other minerals may be produced.
Assuming that the said instrument conveyed a fourth interest in the land together with the minerals, the plaintiff filed this suit to have said instrument decreed to be null and void in its entirety and as conveying neither the land nor the minerals.
In the original petition it is alleged that there was no meeting of the minds because the defendant, Dunn, represented to petitioner that he (petitioner) was selling only the minerals in the land, whereas it was intended on the part of said Dunn to acquire the fee simple to the land.
In a supplemental petition it is alleged that petitioner's signature to the instrument was obtained by fraudulent representations of said Dunn as to the contents of same.
That the said Dunn well knowing that petitioner could not read or write when called upon to read and explain the said document, the said Dunn pretended to read the whole instrument, but purposely withheld that portion which conveyed the fee.
The defendant by answer denied the allegations of fraud and misrepresentation, and denied that the instrument conveyed a fee simple interest in the land, and averred that the act conveyed, and was only intended to convey, an undivided interest in the minerals.
In the alternative it is averred that, if it should be held that the instrument evidenced a sale of an interest in the land, then there was a mutual error, and that the said instrument should be reformed so as to express the intent of both parties, which was the sale and purchase of an undivided interest only in the minerals. *Page 401
There was judgment in the court below annulling the instrument and ordering the price paid, which was $5,300, returned to the defendant.
It appears that some time before the act of sale was signed the matter had been discussed by the plaintiff and defendant in the presence of Dr. Martin, a close friend and advisor of the plaintiff, and the two grown sons of the plaintiff. It was there agreed that the plaintiff was to sell to the defendant an interest in the minerals of the land described.
Thereafter the attacked instrument was prepared at the instance of defendant. Before going before the notary the document was read by Dunn in the presence of the plaintiff, the plaintiff's two sons, Dr. Martin, and a Mr. Bruce.
The witnesses do not agree on the fact as to whether the entire instrument was read. The plaintiff's witnesses say that the part purporting to convey an interest in the land was omitted by Dunn. While on the other hand Dunn and Bruce say that the entire instrument was read by Dunn.
We are not disposed to attach any importance to this disputed issue. It is a fact undisputed that one of the plaintiff's sons had a copy of the deed, read it over, and asked Dunn concerning that part which purported to convey the land when he was told by Dunn that an interest in the minerals only was conveyed. The plaintiff then asked his son to read the deed to him in French and explain its terms, which was done by the son. This fact is further judicially admitted by the plaintiff in the fourth paragraph of his supplemental petition, wherein it is alleged:
"That petitioner had one of the witnesses (plaintiff's son) to explain him the contents of the said purported act of sale in French which the said Dunn had pretendedly read in full and that the said witness explained to *Page 402 petitioner that he was selling mineral rights only." In view of these facts we are unable to perceive how the plaintiff could have been deceived as to what he was signing, or misled as to the contents of the document.
The conclusion is inescapable that the plaintiff was as fully informed as to the terms of the document as he would have been had Dunn read the whole to him.
Under these circumstances it was impossible for Dunn to have practiced any deception on plaintiff by omitting a part of the document.
The question may well be asked how Dunn could have expected to deceive the plaintiff by failing to read all of the instrument, when the plaintiff had his friend and his two sons to guard his rights, all intelligent men and some of whom actually held copies, and one of them actually read and explained the same to the plaintiff.
We are not impressed with the charge of fraud, concealment, and misrepresentation.
The evidence and the circumstances attending the negotiations and the final execution of the instrument show very clearly that the plaintiff only intended to sell, and the defendant to buy, an interest in the minerals.
There was already an outstanding lease of the minerals, and on the very day of the sale to the defendant the plaintiff executed a power of attorney in favor of defendant, authorizing him to sue in their joint names for the annulment of such prior lease.
In this power of attorney the plaintiff expressly declared that he was the owner of the said land, and that he had on that day sold and conveyed an interest in the oil, gas, and other minerals to L.H. Dunn, and that the said Dunn is now the legal owner and holder of an undivided interest in and to the oil, gas, and other minerals under said land, as more particularly set out in the mineral deed from *Page 403 Jules Clement, Sr., to L.H. Dunn of even date herewith.
It was provided that, after the said L.H. Dunn shall have received back all expenses incidental to the suit, Clement should receive three-fourths and the said Dunn shall receive and retain one-fourth of such amounts as may be received by Dunn in compromise with the said prior lessees.
This power of attorney was accepted by Dunn in writing "with all its conditions and provisions," and was a complete recognition and ratification of the sale of the minerals from Clement to Dunn.
And not only this, the power of attorney evidenced the construction and interpretation which the parties themselves placed on the deed, which was that such deed conveyed the minerals only and not the land.
In view of this interpretation by both parties, it does not lie in the power of either to claim that the act conveyed the land as well as the minerals.
But, aside from this, we are of the opinion that the deed itself when considered as a whole does not convey title to the land. It is quite true, as we noted in the beginning, the first clause of the deed conveys an undivided one-fourth interest in the land and likewise the concluding clause, "to have and to hold the above described land unto the said L.H. Dunn," etc.
If these two clauses were accepted as controlling to the exclusion of all other parts of the deed, then we would say that the instrument evidenced a sale of the land. But the instrument must be taken as a whole and effect given to all of its provisions if possible, in order to arrive at the intent of the contracting parties.
A construction which neutralizes one or more provisions of a written instrument should not be adopted if the contract is *Page 404 susceptible of another, which gives effect to all of the provisions. Glassell v. Richardson Oil Co., 150 La. 999, 1007, 91 So. 431, 434.
"A contract containing several clauses, evidencing a business agreement between the contracting parties, is to be viewed as a whole and the intentions of the parties gathered from all the parts thereof, to the end of giving practical effect to the instrument in the way in which such contracts are ordinarily understood." Lozes v. Sugar Co., 52 La. Ann. 1844, 28 So. 249.
Following the words which we said evidenced a sale of the land are the following provisos:
(1) "It being distinctly understood and agreed that this sale, delivery and conveyance includes an undivided one-fourth part or interest in and to all oil, gas and other minerals which may hereafter be produced from said 30 acre tract of land from any and all formations below said depth of 2200 feet, it being intended hereby to convey to the said L.H. Dunn a one-fourth part of all oil, gas and other minerals under said 30 acre tract of land, from a strata or depth below the 2200 foot level as well as a one-fourth part of the oil, gas and other minerals produced from the north 76 acres, regardless of the depth or strata from which said oil, be produced. The said Dunn to have the right of ingress and egress at all times for the purpose of taking said minerals.
(2) "It is distinctly understood and herein stipulated that said land has been leased for oil, gas and mineral purposes * * * by which the grantor herein reserved unto himself a royalty of one-eighth of the oil and certain royalties and rentals for gas and other minerals and that grantee (herein) shall receive a one-fourth part of the royalty and rentals provided in said lease and he shall likewise have a one-fourth part of any and *Page 405 all delay rentals which may be paid to me under the terms of said lease; and in the event said oil, gas and mineral lease now existing on said land shall be cancelled, forfeited or abandoned and any future lease or leases be given on said land the grantee shall have one-fourth part and interest in any bonus money received by the grantors in any future lease or leases; the grantee L.H. Dunn shall receive under such future lease or leases, if any, a one-fourth part of all royalties retained and received on account of the oil, gas and other minerals taken and sold under any such lease or leases."
These provisions when taken into consideration along with the other provisions show very clearly that it was a one-fourth interest in the minerals which was conveyed, and not the land.
Any other construction placed on the instrument would ignore entirely these provisos.
If it was the intention to convey the land, there would have been no necessity whatever to refer to the minerals, for as a matter of law the mineral rights would have followed the sale of the land.
Then again, why provide for the privilege of entering on the land to take the minerals if the defendant was to be part owner of the land? The law would have given him that right.
And again, if the defendant was to become the owner of one-fourth of the land, why provide that, if the existing lease was terminated, the defendant was to have one-fourth of the royalties from any future leases made by the grantor? The grantor could not have made any future lease of the whole, if defendant was the owner of one-fourth of the land.
Our conclusion is that the instrument under attack conveys only an undivided interest in the oil, gas, and other minerals, and does not convey a fee simple title to the land. *Page 406
There is, therefore, no necessity for any decree reforming the document so as to make it conform to the intent of the parties; that intent being evident from the instrument itself and the circumstances attending its execution.
The judgment appealed from is reversed, and the demand of the plaintiff is rejected, with costs of both courts taxed against him.