Appeal from the District Court of the United States for the Eastern District of South Carolina at Columbia; Frank K. Myers, Judge.
Before NORTHCOTT and SOPER, Circuit Judges, and WAY, District Judge.
This suit was brought by T. C. Williams against William S. Murray and Henry Flood, Jr. for breach of a contract dated April 15, 1926, which related to the water power site on the Saluda River belonging to the Lexington Water Power Company. The contract provided that in consideration of the delivery by Williams to Murray of an option on the stock of the Power Company, and the contribution of $50,000 each by Murray and Flood for the purchase of the stock, Murray would divide equally, share and share alike, certain shares of stock to be thereafter delivered to Murray for the sale of the stock of the Power Company to a company to be formed to develop the site either by itself or in association with any other site on the river. It was further agreed that any engineering fees that might result from the development should be paid to the firm of Murray and Flood, engineers.
An option to purchase the stock of the Power Company for $100,000 had already been secured by Williams and delivered to Murray, and the stock was subsequently purchased. On May 6, 1926, an agreement was entered into between the Broad River Power Company, the owner of certain lands and a power site also on the Saluda River, and Murray for the declared purpose of carrying into effect a plan for the consolidation of the two water power sites so as to form one hydroelectric development. In this contract is was agreed that prior to an offer to sell either of the said properties, the property of the Lexington Water Power Company would be offered to the other contracting party for $500,000, and the property of the Broad River Power Company would be offered to the other contracting party for $135,000. The Board River Power Company was a subsidiary of the General Gas and Electric Company.
On March 3, 1927, an agreement was made between Murray and Flood and the General Gas and Electric Company providing for the transfer to it of all of the stock of the Lexington Water Power Company and the lands and rights of the Board River Power Company, and for the transfer to Murray and Flood or their nominees of 36,000 shares of the stock of the Lexington Water Power Company of the value of $25 per share, that is, a total value of $900,000. It was also provided that the Lexington Water Power Company should pay to T. C. Williams $833.33 monthly, as compensation for services in the acquisition of lands and water rights along the Saluda River, and to Murray and Flood each $1833.33 monthly for time devoted to the engineering development of the project, for monies expended during the period of development and for procuring a contract for the sale of one-half of the output of the ...