Metropolitan Finance Corporation of California v. Clifton C. Pierce and Eileen E. Pierce

Here we must grope to try to find out what, if the parties had really thought about two irrigation ditch assessments of Nevada canal companies, they would have thought. In this diversity case between citizens of California and a Delaware corporation, we have a written agreement for the exchange of Los Angeles real estate, formerly owned by Metropolitan, the plaintiff and appellant, and Nevada farm land formerly owned by the Pierces, defendants and appellees. The agreement was signed by Metropolitan on December 28,1951, and by the Pierces on January 5, 1952. Thereafter, the parties placed the transaction in escrow with the California Bank at Beverly Hills. The instructions to the bank were in writing and bear date of January 7, 1952. In the basic exchange agreement and in the escrow agreement we must try to find our answers. To these agreements, we shall return after reciting the facts of the ditch company assessments.

Performance was consummated by simultaneous exchange of title instruments on April 9, 1952. Then trouble arose over two ditch company assessments levied on the Nevada ditch company stock (transferred to Metropolitan contemporaneously with the exchange of deeds). We…