Chapman v. Sims

HUNT, Circuit Judge (after stating the facts as above). It is contended that the District Court erred in concluding from the evidence that the assertion of a vendor’s lien was inconsistent with the purposes for which the property was conveyed; that the evidence clearly shows that the investment certificates were considered by appellant to be two pi-omissory notes, “simply as evidence of the Realty Union’s indebtedness to her in the transaction in question; that she expected them to be paid in full, with interest, as agreed; that she had no intention of waiving any of her rights; that she knew nothing of the general nature of the business of the Realty Union, nor supposed for a moment that by accepting these investment certificates she embarked in any speculative scheme of the Realty Union.” It is unnecessary to set out the evidence upon which the referee and *993 the District Court based their conclusions. After hearing it discussed in argument and considering the briefs and record, our opinion fully accords with that of the District Court. The contract was one where the vendor looked to an independent way of making a settlement of the debt of the corporation. She had not only the promise of the corporation to pay money with interest to her at a future time, but sho had the right to exchange her investment certificates for unimproved really held for sale by the corporation. This contract was valid, and the right given to appellant could have been availed of. Side accepted interest payments, and taking it as proven that she understood her rights of exchange under the contract, we fail to see how she can hold a vendor’s lien. The whole scheme, which involved sale of certificates amounting to hundreds of thousands of dollars, seems to have been to build a common fund which would give value to all investment certificates, and to put all investors on an equal footing in respect to interest and dividends and the liability that the unimproved property could be exchanged for certificates. Appellant went into the scheme as an investor, received her certificate, had direct interest in possible profits, and had the right of exchange already referred to. Royal Con. JVL Co. v. Royal Con. Mines, 157 Cal. 737 , 110 Pac. 123 , 137 Am. St. Rep. 165 ; In re V. & M. Dumber Co. (D. C.) 182 Fed. 235 . If the corporation had made large sums, appellant would have made a handsome profit; unfortunately, it drifted to failure, and her contract seems worthless in fact. But equity cannot relieve her of her contract which she freely made. Affirmed.