Armstrong v. Sacramento V.R. Co

In Armstrong v. Sacramento V.R. Co. (1921) 52 Cal.App. 110, the shareholders in two corporations fell into a dispute over the value of land that one of the corporations had sold to the other. (Id. at p. 112.) To resolve the dispute, the parties entered into a settlement agreement that entitled one side to an amount of land to be determined through an appraisal procedure: each side was to nominate 15 appraisers, from which three appraisers would be selected. (Id. at p. 113.) After the sides submitted their nominees and chose three appraisers, one of the appraisers refused to act. (Ibid.) When one side declined to participate further because the settlement agreement did not provide for a recalcitrant appraiser, the other side obtained a decree of specific performance. (Id. at pp. 112-113.) In affirming the decree, the appellate court rejected the contention that the noncompliant appraiser voided the settlement agreement, reasoning that "the trial court, sitting as a court of equity," was entitled "to take the matter in hand and itself fix the values." (Id. at pp. 116-117.)