Calhoun v. Corbisello
| Decision Date | 31 January 1958 |
| Citation | 100 So.2d 171 |
| Parties | Randolph CALHOUN, Appellant, v. N. R. CORBISELLO et al., Appellees. |
| Court | Florida Supreme Court |
Donald C. McClelland, Jr., Sarasota, for appellant.
Worth Dexter, Jr., and Dexter, Conlee & Bissell, Sarasota, for appellees.
The appellant was unsuccessful in his action against the appellees by which he undertook to recover the amount paid by him on an option to purchase all the outstanding stock held by the individual appellees in the appellee-corporation, and the money spent by him in promoting the corporation and clearing land owned by it between the time the option was executed and the time appellant and the individual appellees parted company.
Under the terms of the option appellant and another person, who was not a party to the litigation and who will not further be mentioned, were privileged to buy the stock for $80,000. One-tenth of this amount was to be paid by 31 January 1951 and there was no denial of the fact that this money was delivered to one of the appellees in exchange for a receipt evidencing payment.
What happened afterwards is much in dispute.
The option was to extend from its date, 15 January 1951 until 31 January 1951, so when the $8000 amount was paid, the option was exercised by the appellant. Upon payment the appellant was to be furnished an abstract of title of the property owned by the corporation and was to have one week to examine it. Later the individual appellees agreed that the 'closing date' be extended 90 days from the day the agreement was executed without any effect, however, on any of its other terms.
The record is voluminous and the ramifications of the transaction innumerable but what we have written gives sufficient background of the litigation. The appellant in his brief advises us that in spite of the proportions of the record, the facts may be stated with relative simplicity and gives this account: What he construes as a 'ninety-day option' was given and about 30 days before it expired-this is evidently a reference to the closing date as extended-the appellant learned of a dispute among the stockholders which would make performance impossible. As soon as this situation came to light and the stockholders 'recognized their inability to perform * * * certain of the individual (appellees) promised to return to plaintiff his money and to see that he suffered no loss * * *.' The latter promise, according to appellant's version, was supported by forbearance to sue inasmuch as he had at that time a right of action against appellees. He refers to the tender by the appellees of the stock as being 'purported' and ends his analysis with the statement that this action is one only for 'money had and received.'
There was evidence on behalf of the appellant that such promises were made but it was stoutly refuted and there was a sufficient amount of...
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