Aydlett v. Major & Loomis Co.
| Decision Date | 28 April 1937 |
| Docket Number | 26. |
| Parties | AYDLETT v. MAJOR & LOOMIS CO. |
| Court | North Carolina Supreme Court |
Appeal from Superior Court, Pasquobank County; J. Paul Frizzelle Judge.
Action to enforce a contract by Mrs. Clate White Aydlett against the Major & Loomis Company. From a judgment on a verdict for plaintiff, defendant appeals.
No error.
Action to enforce corporation's agreement to repurchase stock at stockholder's option held not barred by three-year statute of limitations, where option had been exercised November 1, 1930, and under agreement could not be exercised again for three years, and request for further repurchase was made August 8, 1935, and action brought December 9, 1935 since stockholder's cause of action did not accrue until stockholder had right to sue.
This was an action to enforce a contract for the purchase of certain shares of the preferred stock of defendant corporation.
The plaintiff alleged, and offered evidence tending to show, that in 1926 the defendant duly authorized an increase of its capital stock by the issuance of $250,000 of 7 per cent cumulative preferred stock of the par value of $100. In order to facilitate the sale of the new stock, it was understood that each director of the corporation should sell what stock he could. Pursuant to this arrangement, T. S. White, one of the directors, approached the plaintiff for that purpose and she proposed to buy 251 shares of the stock provided the corporation would agree to repurchase or redeem a limited amount of the stock when her necessity required. This proposal was referred to T. J. Nixon, Jr., who was then director, treasurer, and general manager of the corporation and in general charge of its business, and he thereupon wrote the following letter under date of April 4, 1926:
In reference to the proposed sale of Preferred Stock to your sisters, Mrs. Clate W. Aydlett, Mrs. Willie W. Weeks and Mrs. Cornie W. Abbott, aggregating approximately fifty thousand dollars, we agree, should it become necessary for either of the above to have a portion of the above amount, not to exceed $3,000.00 at any one time, that we will redeem that portion of the stock at $100.00 per share, provided we are given ninety days notice in advance. However, it is understood that the stock cannot be called more than one time every three years.
Shortly afterwards, and pursuant to this agreement, 251 shares of the stock were issued to and paid for by plaintiff. The certificate of stock contained this provision: "This stock is redeemable at the option of Major & Loomis Company at the price of $105 per share at any interest period by giving ninety days notice to the owner hereof."
Thereafter, upon the request of plaintiff, shares of plaintiff's stock were repurchased by defendant on the dates and in the amounts following: March 4, 1929, 5 shares, $500; July 31, 1929, 10 shares, $1,000; January 16, 1930, 16 shares, $1600; November 1, 1930, 20 shares, $2,000.
In 1931 and 1932, 36 shares of the stock belonging to plaintiff's sister were likewise redeemed. August 8, 1935, the plaintiff requested defendant to repurchase an additional $3,000 of her stock, in accordance with the terms of the agreement, and defendant refused to comply.
Defendant denied in its answer that it was under obligation to redeem or repurchase plaintiff's stock, that if the agreement alleged in the complaint was made by an officer of the company, it was without authority and void; that the alleged agreement is void for uncertainty and that plaintiff's cause of action is barred by the statute of limitations; that the provisions in the stock certificate accepted by plaintiff constituted the contract between the parties for the redemption of stock. Defendant offered evidence tending to show that the officers and directors of the corporation, other than T. S. White and T. J. Nixon, Jr., were not advised of the letter of April 4, 1926, and did not learn of it until 1932, when the board of directors ordered that no more stock be taken over. The defendant also offered the minutes of the board of directors tending to show restriction upon the authority of the treasurer and general manager with respect to the amount of timber he could purchase.
At the close of the evidence defendant renewed its motion for judgment of nonsuit, and this was denied.
Under peremptory instructions from the court, the jury answered the issues in favor of the plaintiff, and from judgment on the verdict defendant appealed.
Whedbee & Whedbee, of Hertford, and Thompson & Wilson, of Elizabeth City, for appellant.
J. H. LeRoy, Jr., of Elizabeth City, for appellee.
The appellant's principal assignments of error are addressed to the denial of its motion for judgment of nonsuit, and to the charge of the court to the jury.
Upon consideration of the facts presented by the record before us, we are of opinion, and so decide, that the motion for nonsuit was properly denied, and that the evidence offered warranted the peremptory instruction given by the court.
The authority of the treasurer and general manager of the corporation to enter into the financial agreement alleged for the purpose...
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Stratton v. Royal Bank of Canada
...normally accrues when the wrong is complete. Raftery v. Wm. C. Vick. Constr. Co., 291 N.C. 180, 184 (1976). See also Aydlett v. Major & Loomis Co., 211 N.C. 548, 551 (1937), which states that the statute of limitations begins to run only when a party becomes liable to an action. However, ac......
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Speas v. Ford, 396
...249 N.C. 523, 107 S.E.2d 112; Stamey v. Rutherfordton Electric Membership Corp., 249 N.C. 90, 105 S.E.2d 282; Aydlett v. Major & Loomis Co., 211 N.C. 548, 191 S.E. 31; City of Washington v. Bonner, 203 N.C. 250, 165 S.E. 683; or for statutory causes not here When the statute is pleaded, the......