Davies, Hardy, Ives & Lawther v. Abbott

• Decision Date: 22 December 1975
• Citation: 38 N.Y.2d 216,379 N.Y.S.2d 686
• Court: New York Court of Appeals Court of Appeals
• Parties: , 342 N.E.2d 490 DAVIES, HARDY, IVES & LAWTHER, Plaintiff, v. George ABBOTT et al., Appellants, and Phebe W. Erdman, Respondent, et al., Defendant.

Page 686

379 N.Y.S.2d 686

38 N.Y.2d 216, 342 N.E.2d 490

DAVIES, HARDY, IVES & LAWTHER, Plaintiff, v. George ABBOTT et al., Appellants, and Phebe W. Erdman Respondent, et al., Defendant.

Court of Appeals of New York.

Dec. 22, 1975.

Robert S. Smith and Jay H. Topkis, New York City, for appellants.

Martin F. Brecker, New York City, for respondent.

MEMORANDUM.

In this interpleader action appellant sellers have appealed only from that portion of the order of the Appellate Division which denied their motion for summary judgment against Phebe W. Erdman and dismissed their cross claim against her to recover the purchase price of stock her husband had agreed to buy. To this extent the order of the Appellate Division should be reversed.

Defendant Ellis E. Erdman agreed to purchase shares of stock from the sellers. The issue on this appeal is the interpretation to be placed on the instrument which was attached to the stock purchase agreement, bore the same date and was denominated an 'assignment'.

On the sellers' motion for summary judgment the affidavits submitted by the parties 'raise no issues of fact or credibility, anticipate the availability of no additional extrinsic evidence, and identify no factual inferences to be drawn from extrinsic evidence. In this circumstance then there is no occasion for fact-finding by a jury and the issue is to be determined by the court as a matter of law.' Matter of (Surrey Strathmore Corp. v. Dollar Sav. Bank of N.Y., 36 N.Y.2d 173, 177, 366 N.Y.S.2d 107, 110, 325 N.E.2d 527, 529.)

Turning then to the provisions of the writing we hold that it constitutes not only a transfer to the wife by her husband of his rights as purchaser under the stock purchase agreement, but as well an assumption by the wife of the obligations of her husband under that agreement.

Initially we infer from the fact that the assignment was signed by the wife her intention thereby to undertake some legal obligatio her signature would normally be superfluous to the mere transfer of rights to her. We reject her present contention that she signed only to evidence her recognition that her right to receive the stock was contingent on her husband's payment of the purchase price. One provision of the assignment states: 'Phebe W. Erdman, wife of the Purchaser * * * desires to obtain this Assignment and agrees to assume the conditions of the Agreement between Purchaser and Sellers'. In view of the evidently operative content of other so-called ...