Ambrose

The plaintiffs brought this action to compel the defendant to convey to them, respectively, certain interests in a boat. The defendant owned a fishing boat which had been losing money and which was mortgaged to the Bank of America for $31,200. She desired to convert it into a tuna boat at an estimated cost of $23,500. With this end in view she entered into a written contract on April 30, 1938, with Wiley V. Ambrose, who was a fish eanner and president of Westgate Sea Products Company. This corporation will be referred to as “Westgate.”

So far as material to this discussion, this contract provided that $6,500 of the cost of conversion should be paid by the defendant and $17,000 by Ambrose; that if the cost of conversion v?-as less than the estimate the defendant could use the balance for maintenance and operation; that any excess cost over the estimate should be paid equally by the parties; that as security the defendant should give to Ambrose a note for $17,000, payable on or before three years, without interest, with a second mortgage on the vessel; that all fish caught with the boat for five years should be delivered to Westgate; and that, after paying certain operating…